Corporate governance scorecards from previous years

2015

Company Name: Pru Life Insurance Corporation of U.K.
Financial Year End: 2015
Sector: Insurance
Company Structure: Class 1
  Question Y/N Reference/Source Document
A. Rights of Shareholders
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

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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 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

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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

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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

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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

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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

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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

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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

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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

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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

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Please see the Notice of the Annual Meeting of the Shareholders held on 30 June 2015.

 

Notice of Annual Meeting of Shareholders for 2015

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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

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Notice of Annual Meeting of Shareholders for 2016 Annex B

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Notice of Annual Meeting of Shareholders for 2016 Annex C

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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

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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

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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

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Notice of Annual Meeting of Shareholders for 2016 Annex B

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Notice of Annual Meeting of Shareholders for 2016 Annex C 

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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

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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

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Notice of Annual Meeting of Shareholders for 2016 Annex B

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Notice of Annual Meeting of Shareholders for 2016 Annex C 

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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

 

Company Name: Pru Life Insurance Corporation of U.K.
Financial Year End: 2015
Sector: Insurance
Company Structure: Class 1
  Question Y/N Reference/Source Document
B. Equitable Treatment of Shareholders
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

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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?

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

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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

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Notice of Annual Meeting of Shareholders for 2016 Annex B

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Notice of Annual Meeting of Shareholders for 2016 Annex C 

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  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?

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

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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

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Notice of Annual Meeting of Shareholders for 2016 Annex B

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Notice of Annual Meeting of Shareholders for 2016 Annex C 

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B.2.4 Are the auditors seeking appointment/re-appointment clearly identified?

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

Download

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.

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

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Please also refer to item E of Section 11 of the Pru Life UK Board Charter.

Board Charter

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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

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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

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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.


Related Party Transactions Policy

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Company Name: Pru Life Insurance Corporation of U.K.
Financial Year End: 2015
Sector: Insurance
Company Structure: Class 1
  Question Y/N Reference/Source Document
C. Role of Stakeholders
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

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C.1.2 Explains supplier/contractor selection practice?

Please see below the Outsourcing Policies and Procedures of Pru Life UK:

Outsourcing and Third Party Policies and Procedures

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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

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Code of Business Conduct

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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

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Community  Investment Policy

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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 

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C.1.5 Describe the company’s anti-corruption programmes and procedures?

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

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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

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  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

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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

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C.1.9 Environmentally-friendly value chain

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

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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

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Pru Life UK advocates sports development for the youth through "Football for a Better Life 2015"

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Pru Life UK reaps seven honors at the Philippine Quill Awards 2014

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Pru Life UK's financial literacy lessons beef up summer workshops at Galileo learning centers

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Pru Life UK's "Little Azkals: Pursuit of the World Cup Dream" wins Silver Anvil

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Pru Life UK Football for a Better Life completes third leg in Negros Occidental

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Pru Life UK prepares school parnters for new school year through Brigada Eskwela 2015

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Pru Life UK wins Silver distinctions in the 2015 Asia-Pacific Stevie® Awards

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Pru Life UK, Cha-Ching jumpstart new school year with financial literacy training for teachers

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Pru Life UK wins international Gold Quill for Safe Steps disaster preparedness initiative

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Pru Life UK, TV5 join forces for disaster preparedness education in schools

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Pru Life UK, OWWA draw biggest gathering of OFW kids for Cha-Ching money-smart program

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Pru Life UK, Prudence Foundation lead turnover of disaster-resilient homes

More

Pru Life UK and Baliuag University forge partnership ti instill financial literacy for the youth through Cha-Ching

More

Pru Life UK Football for a Better Life culminates tournament in Taguig

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Pru Life UK, Cha-Ching empower educators through second financial literacy conference

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Pru Life UK, APFI strengthen commitment to literacy with Cha-Ching Mobile Classroom

More

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

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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

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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.

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

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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

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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

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C.3.2 Does the company publish relevant information relating to health, safety and welfare of its employees?
 Y

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

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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

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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

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C.3.5 Does the company have a reward/compensation policy that accounts for the performance of the company beyond shortterm financial measures?

N

 

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

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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

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Company Name: Pru Life Insurance Corporation of U.K.
Financial Year End: 2015
Sector: Insurance
Company Structure: Class 1
  Question Y/N Reference/Source Document
D. Disclosure and Transparency
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

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D.2.2 Corporate Objectives

Plese see the section in the 2015 Annual Report entitled "Corporate Objectives, Mission, Vision, and Guiding Principles".

2015 Annual Report

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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

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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

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D.2.5 Pidend Policy

Please see the sub-section in the 2015 Annual Report entitled "Pidend policy" under the section on "Corporate Governance".

2015 Annual Report

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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

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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

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D.2.8 Training and/or continuing education programme attended by each director/commissioner

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

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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

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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

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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?  

Please see the sub-section in the 2015 Annual Report entitled “Code of corporate governance” under the section on “Corporate Governance”.

2015 Annual Report

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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?  

Please see attached the Related Party Transactions Policy of Pru Life UK.

Related Party Transactions Policy

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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

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D.3.3 Does the company disclose the nature and value for each material/significant RPT?  

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

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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.

Please see the sub-section in the 2015 Annual Report entitled “External auditor” under the section on “Corporate Governance”.

2015 Annual Report

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  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

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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

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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.

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

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Quarterly Financial Statements (Cover Sheet)

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D.6.2 Company Website

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

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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

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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

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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

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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

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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

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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

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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

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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

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D.8.4 Shareholding structure

Y

Please see the 2015 Amended General Information Sheet which is available in the website of Pru Life UK.
 

2015 Amended General Information Sheet

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Please see the section in the 2015 Annual Report entitled “Shareholder Information and Group Corporate Structure”.

2015 Annual Report

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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

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Please see Pru Life UK’s Group corporate structure which is available in the website of Pru Life UK.

Group Structure

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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

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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

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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

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Amended By-Laws

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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

 

 

 

Company Name: Pru Life Insurance Corporation of U.K.
Financial Year End: 2015 
Sector: Insurance
Company Structure: Class 1
  Question Y/N Reference/Source Document
E. Responsibilities of the Board
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.

Board Charter

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E.1.2 Are the types of decisions requiring board of directors/commissioners' approval disclosed?  OECD PRINCIPLE VI (D)
 
Y

Please see Section 1 of Article III of the Amended By-Laws of Pru Life UK and Section 9 of the Board Charter of Pru Life UK.

Amended By-Laws

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Board Charter

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E.1.3

Are the roles and responsibilities of the board of

directors/commissioners clearly stated ?

Please see Section 1 of Article III of the Amended By-Laws of Pru Life UK and Section 8 of the Board Charter of Pru Life UK.

Amended-By Laws

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Board Charter

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  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

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Please see the sub-sections in the 2015 Annual Report entitled "Mission and Vision" under the section of "Corporate Objectives, Mission, Vision, and Guiding Principles".

2015 Annual Report

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E.1.5 Has the board reviewed the vision and mission/strategy in the last financial year?     Y  

Please see the relevant portions of the Minutes of the Regular Meeting of the Board of Directors held on 26 August 2015.

Minutes of the Regular Meeting of the Board of Directors (August 26, 2015)

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E.1.6 Does the board of directors monitor/oversee the implementation of the corporate strategy?     Y Please see the relevant portions of the Minutes of the Regular Meeting of the Board of Directors held on 24 March 2015, Organizational Meeting of the Board of Directors held on 30 June 2015, Regular Meeting of the Board of Directors held on 26 August 2015, and Regular Meeting of the Board of Directors held on 26 November 2015.

Minutes of the Regular Meeting of the Board of Directors (March 24, 2015)

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Minutes of the Organizational Meeting of the Board of Directors (June 30, 2015)

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Minutes of the Regular Meeting of the Board of Directors (August 26, 2015)

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Minutes of the Regular Meeting of the Board of Directors (November 26, 2015)

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Please refer to item A of Section 8 of the Pru Life UK Board Charter. 

Board Charter

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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 Declartion 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 beyong 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.

Code of Business Conduct and Activities

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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.

Code of Business Conduct and Activities

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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.

Code of Business Conduct and Activities

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  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)
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.
 

 Y

Please see the sub-section in the 2015 Annual Report entitled "Board of Directors" under the section of "Corporate Governance".

2015 Annual Report

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Please see pages 3, 6, and 7 of the 2015 Amended General Information Sheet which is available at the website of Pru Life UK.

2015 Amended General Information Sheet

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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 inpidual 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.
Service on too many boards can interfere with the performance of board members. Companies may wish to consider whether multiple board memberships by the same person are compatible with effective board performance and disclose the information to shareholders.
 

 N Please see the sub-section in the 2015 Annual Report entitled "Board of Directors" under the section of "Corporate Governance".

2015 Annual Report

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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 2015 Annual Report entitled "Board of Directors" under the section of "Corporate Governance".

2015 Annual Report

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  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.

Charter of the Nomination Committee

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Please see page 3 of the 2015 Amended General Information Sheet (showing the Chairman and members of the Nomination Committee of Pru Life UK) which is available in the website of Pru Life UK.

2015 Amended General Information Sheet

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Please see the sub-section in the 2015 Annual Report entitled "The Nomination Committee" under the section of "Corporate Governance".

2015 Annual Report

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E.2.11 Does the Nominating Committee comprise of a majority of independent directors/commissioners?  

 Y

Please see page 3 of the 2015 Amended General Information Sheet [showing that 2 of the 3 members of the Nominating Committee (i.e. Henry Joseph M. Herrera and Cesar P. Manalaysay) are independent directors] which is available in the website of Pru Life UK.

2015 Amended General Information Sheet

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Please see the sub-section in the 2015 Annual Report entitled "The Nomination Committee" under the section of "Corporate Governance".

2015 Annual Report

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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 page 3 of the 2015 Amended General Information Sheet [showing that the Chairman of the Nomination Committee, Cesar P. Manalaysay, is an independent director] which is available in the website of Pru Life UK. 

2015 Amended General Information Sheet

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Please see the sub-section in the 2015 Annual Report entitled "The Nomination Committee" under the section of "Corporate Governance".

2015 Annual Report

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Please see the Revised Charter of the Nomination Committee which is available at the website of Pru Life UK.

Charter of the Nomination Committee 

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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 inpidual 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 at the website of Pru Life UK.

Charter of the Nomination Committee

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E.2.14 Did the Nominating Committee meet at least twice during the year?  

 Y

Please see the sub-section in the 2015 Annual Report entitled "The Nomination Committee" under the section of "Corporate Governance".

2015 Annual Report

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E.2.15 Is the attendance of members at Nominating Committee meetings disclosed?  

 Y

 

Please see the sub-section in the 2015 Annual Report entitled "The Nomination Committee" under the section of "Corporate Governance".

2015 Annual Report

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  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.

Charter of the Remuneration Committee

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Please see page 3 of the 2015 Amended General Information Sheet (showing the Chairman and members of the Remuneration Committee of Pru Life UK) which is available in the website of Pru Life UK.

2015 Amended General Information Sheet

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Please see the sub-section in the 2015 Annual Report entitled "The Remuneration Committee"  under the section of "Corporate Governance".

2015 Annual Report

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E.2.17 Does the Remuneration Committee comprise of a majority of independent directors/commissioners?

 Y

Please see page 3 of the 2015 Amended General Information Sheet [showing that 2 of the 3 members of the Remuneration Committee (i.e. Henry Joseph M. Herrera and Romerico S. Serrano) are independent directors] which is available in the website of Pru Life UK.

2015 Amended General Information Sheet

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Please see the sub-section in the 2015 Annual Report entitled "The Remuneration Committee" under the section of "Corporate Governance".

2015 Annual Report

Download

Please see the Charter of the Remuneration Committee which is available at the website of Pru Life UK.

Charter of the Remuneration Committee

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E.2.18 Is the Chairman of the Remuneration Committee an independent director/commissioner?

 Y

 

Please see the Certification of the Corporate Secretary showing the resolution passed by the Board of Directors in its meeting held on 19 May 2016 where an independent director was appointed as the independent chairman of the Remuneration Committee.

Certification of the Corporate Secretary

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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 inpidual 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 Charter of the Remuneration Committee is available at the website of Pru Life UK.

Charter of the Remuneration Committee

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E.2.20 Did the Remuneration Committee meet at least twice during the year?  Y Please see the sub-section in the 2015 Annual Report entitled "The Remuneration Committee" under the section of "Corporate Governance".

2015 Annual Report

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E.2.21 Is the attendance of members at Remuneration Committee meetings disclosed?  Y  

Please see the sub-section in the 2015 Annual Report entitled "The Remuneration Committee" under the section of "Corporate Governance".

2015 Annual Report

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  Audit Committee      
E.2.22 Does the company have an Audit Committee? OECD PRINCIPLE VI (E)
Boards should consider assigning a sufficient number of non-executive board members capable of exercising independent judgement to tasks where there is a potential for conflict of interest. Examples of such key responsibilities are ensuring the integrity of financial and non-financial reporting, the review of related party transactions, nomination of board members and key executives, and board remuneration.

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 inpidual 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 3 of the 2015 Amended General Information Sheet (showing the Chairman and members of the Audit Committee of Pru Life UK) which is available in the website of Pru Life UK.

2015 Amended General Information Sheet

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Please see the sub-section in the 2015 Annual Report entitled "The Audit Committee" under the section of "Corporate Governance".

2015 Annual Report

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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 Terms of Reference of the Audit Committee which is available at the website of Pru Life UK.

Terms of Reference of the  Audit Committee

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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 2015 Annual Report entitled "The Audit Committee" under the section of "Corporate Governance".

2015 Annual Report

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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 2015 Annual Report entitled "The Audit Committee" under the section of "Corporate Governance" (showing the Chairman of the Audit Committee of Pru Life UK served as Assistant Vice President, Financial Controller and Analyst of a life insurance company from 1984 to 1988).

2015 Annual Report

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E.2.28 Did the Audit Committee meet at least four times during the year?

Y

Please see the sub-section in the 2015 Annual Report entitled "The Audit Committee" under the section of "Corporate Governance".

2015 Annual Report

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E.2.29 Is the attendance of members at Audit Committee meetings disclosed?

Y

Please see the sub-section in the 2015 Annual Report entitled "The Audit Committee" under the section of "Corporate Governance".

2015 Annual Report

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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)
C.3.6 The Audit Committee should have primary responsibility for making a recommendation on the appointment, reappointment and removal of the external auditor. If the board does not accept the Audit Committee’s recommendation, it should include in the Annual Report, and in any papers recommending appointment or re-appointment, a statement from the Audit Committee explaining the recommendation and should set out reasons why the board has taken a different position.

Y

Please see below the Certification of the Minutes of the Meeting of the Audit Committee held on 30 June 2015 and Shareholders' Meeting on 30 June 2015.

Certification on External Auditor

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Please see theTerms of Reference of the Audit Committee which is available at the website of Pru Life UK.

Terms of Reference of the Audit Committee

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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.

Please see the relevant portions of the Minutes of the Regular Meeting of the Board of Directors held on 26 November 2015.

Minutes of the Regular Meeting of the Board of Directors (November 24, 2016)

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E.3.2 Does the board of directors/commissioners meet at least six times per year?  

WORLDBANK PRINCIPLE 6

(VI.I.24) Does the board meet at least six times per year?

 

INDO SCORECARD

E.10. How many meetings were held in the past year? If the board met more than six times, the firm earns a ‘Y’ score. If four to six meetings, the firm was scored as ‘fair’, while less than four times was scored as ‘N’
Y

Please see the sub-section in the 2015 Annual Report entitled "Board Meetings" under the section of "Corporate Governance".

2015 Annual Report

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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)
(3) Board members should be able to commit themselves effectively to their responsibilities.

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 inpdual 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 2015 Annual Report entitled "The Audit Committee" under the section of "Corporate Governance".

2015 Annual Report

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E.3.4 Does the company require a minimum quorum of at least 2/3 for board decisions?  

WORLDBANK PRINCIPLE 6

(VI.I.28) Is there a minimum quorum of at least 2/3 for board decisions to be valid?

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

(VI.E.1.6) Does the corporate governance framework requires or encourages boards to conduct executive sessions?

Y

Please see the Agenda of the Meeting of the External Directors held on 30 June 2015.

Agenda of the Meeting of the External Directors

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  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.

Board members require relevant information on a timely basis in order to support their decision-making. Non-executive board members do not typically have the same access to information as key managers within the company. The contributions of non-executive board members to the company can be enhanced by providing access to certain key managers within the company such as, for example, the company secretary and the internal auditor, and recourse to independent external advice at the expense of the company. In order to fulfill their responsibilities, board members should ensure that they obtain 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 2015, the Corporate Secretary sent the board papers to the Board of Directors at least five (5) business days in advance of the board meetings.

Certification on Board Papers

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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 of the Amended By-Laws of Pru Life UK.

Amended By-Laws

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Please see Section 12 of the Board Charter of Pru Life UK which is available in the website of Pru Life UK.

Board Charter

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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.

Pru Life UK - Board of Directors

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  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 fo 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 countiries, there are calls for an open search process extending to a broad range of people.

Y

Please see the Revised Charter of the Nomination Committee which is available at the website of Pru Life UK.

Charter of the Nomination Committee

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Please see Sections 2, 3 and 4 of the Board Charter of Pru Life UK which is available in the website of Pru Life UK.

Board Charter

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E.3.10 Does the company disclose the process followed in appointing new directors/commissioners?  

Y

Please see the Revised Charter of the Nomination Committee which is available at the website of Pru Life UK.

Charter of the Nomination Committee

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Please see Sections 2 and 4 of the Board Charter of Pru Life UK which is available in the website of Pru Life UK.

Board Charter

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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)

  1. Selecting, remunerating , monitoring and where necessary replacing key executives and overseeing succession planning.
E.    Aligning key executives and Board remuneration with the longer term interest of the company and its shareholders.

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 Chief Internal Auditor of Asia of GwIA, Mike Cheng, heads the internal audit of Pru Life UK.

Head of Internal Audit

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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 Committe 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 2015 Annual Report entitled "Risk Management (Key Risks)".

2015 Annual Report

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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 2015 Annual Report entitled "Compliance and risk management" under the section of "Corporate Governance".

2015 Annual Report

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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 2015 Annual Report entitled "Risk Management (Key Risks)".

2015 Annual Report

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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 2015 Annual Report entitled "Compliance and risk management" under the section of "Corporate Governance".

2015 Annual Report

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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.

Please see page 3 of the 2015 Amended General Information Sheet (showing the Chairman of Pru Life UK is Henry Joseph M. Herrera while the Chief Executive Officer of Pru Life UK is Antonio Manuel G. De Rosas) which is available in the website of Pru Life UK.

2015 Amended General Information Sheet

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Please see the sub-section in the 2015 Annual Report entitled "Board of Directors" under the section of "Corporate Governance" and the section in the 2015 Annual Report entitled "Corporate Officers".

2015 Annual Report

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E.4.2 Is the chairman an independent director/commissioner?

Y

Please see page 3 of the 2015 Amended General Information Sheet (showing the Chairman of Pru Life UK, Henry Joseph M. Herrera, is an independent director) which is available in the website of Pru Life UK.

2015 Amended General Information Sheet

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Please see the sub-section in the 2015 Annual Report entitled "Board of Directors" under the section of "Corporate Governance".

2015 Annual Report

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E.4.3 Has the chairman been the company CEO in the last three years?

N

Please see the sub-section in the 2015 Annual Report entitled "Board of Directors" under the section of "Corporate Governance".

2015 Annual Report

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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 persity 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 of the Board Charter of Pru Life UK which is available in the website of Pru Life UK.

Board Charter

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  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 inpidual 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 2015 Annual Report entitled "Board of Directors" under the section of "Corporate Governance".

2015 Annual Report

Download

Please see the respective profiles of Henry Joseph Herrera, Stephen Paul Bickell and Azim Khursheid Ahmed Mithani, our non-executive directors who have prior working experience in the insurance industry, whichare available in the website of Pru Life UK.

Pru Life UK - Board of Directors

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E.4.6 Does the company disclose a board of directors/commissioners persity policy?

ASX Code

Recommendation 3.2

Companies should establish a policy concerning persity 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 persity 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 persity as a consideration in board composition.

Y

 

Please see Section 14 of the Board Charter of Pru Life UK which are available in the website of Pru Life UK.

Board Charter

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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

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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 the sub-section in the 2015 Annual Report entitled "Training and continuing education programme attended" under the section of "Corporate Governance".

2015 Annual Report

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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 inpidual 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.

Please see the sub-section in the 2015 Annual Report entitled "Training and continuing education programme attended" under the section of "Corporate Governance".

2015 Annual Report

Download

Please note that for the past year as disclosed in previous ACGS report, 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.

Succession Policy

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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 countrieshave moved to recommend or indeed mandate self-assessment by boards of their performance as well as performance reviews of inpidual board members and the CEO/Chairman.

Y

Please see the relevant portions of the Minutes of the Regular Meeting of the Board of Directors held on 26 November 2015.

Minutes of the Regular Meeting of the Board of Directors (November 26, 2015)

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Please see Year 2015 Annual Performance Assessment Questionnaire which contains the process followed in the assessment of the CEO/President.

Assessment Form

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  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 relevant portions of the Minutes of the Regular Meeting of the Board of Directors held on 26 November 2015.

Minutes of the Regular Meeting of the Board of Directors (November 26, 2015)

Download

Please see Year 2015 Annual Performance Assessment Questionnaire which contains the process followed in the board of directors assessment.

Assessment Form

Download

E.5.6 Does the company disclose the process followed in conducting the board assessment?

Y

Please see the relevant portions of the Minutes of the Regular Meeting of the Board of Directors held on 26 November 2015.

Minutes of the Regular Meeting of the Board of Directors (November 26, 2015)

Download

Please see Year 2015 Annual Performance Assessment Questionnaire which contains the process followed in the board assessment.

Assessment Form

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E.5.7 Does the company disclose the criteria used in the board assessment?

Y

 

Please see Year 2015 Annual Performance Assessment Questionnaire which was the criteria used in the board assessment.

Assessment Form 

Download

  Director Appraisal
E.5.8 Is an annual performance assessment conducted of inpidual director/commissioner? OECD PRINCIPLE VI (D) (2)
 
 

Y

Please see the relevant portions of the Minutes of the Regular Meeting of the Board of Directors held on 26 November 2015.

Minutes of the Regular Meeting of the Board of Directors (November 26, 2015)

Download

Please see Year 2015 Annual Performance Assessment Questionnaire which contains the process followed in the inpidual director assessment.

Assessment Form

Download

E.5.9 Does the company disclose the process followed in conducting the director/commissioner assessment?

Y

Please see the relevant portions of the Minutes of the Regular Meeting of the Board of Directors held on 26 November 2015.

Minutes of the Regular Meeting of the Board of Directors (November 26, 2015)

Download

Please see Year 2015 Annual Performance Assessment Questionnaire which contains the process followed in the director assessment.

Assessment Form

Download

E.5.10 Does the company disclose the criteria used in the director/commissioner assessment?

Y

Please see the Year 2015 Annual Performance Assessment Questionnaire which was the criteria used in the director assessment.

Assessment Form

Download

  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 inpidual directors.
Y

Please see the relevant portions of the Minutes of the Regular Meeting of the Board of Directors held on 26 November 2015.


Minutes of the Regular Meeting of the Board of Directors (November 26, 2015)

Download

Please see Year 2015 Annual Performance Assessment Questionnaire which contains the process followed in the in the board of directors committees assessment.

Assessment Form

Download

 

Company Name: Pru Life Insurance Corporation of U.K.
Financial Year End: 2015
Sector: Insurance
Company Structure: Class 1
  Question Y/N Reference/Source Document
A. Rights of Shareholders
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

 

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) 

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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

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Notice of the Annual Meeting of the Shareholders for 2016

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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)

No such Shareholders Agreement exists.
A.4.2(P) Voting cap?

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?

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. Equitable treatment of shareholders
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. Role of Stakeholders
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. Disclosure and transparency
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

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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

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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

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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

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2014 Audited Financial Statements

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E. Responsibilities of the Board
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

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Please see the sub-section in the 2015 Annual Report entitled "Board of Directors" under the section of "Corporate Governance".

2015 Annual Report

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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 2015 Annual Report entitled "External auditor" under the section of "Corporate Governance".

2015 Annual Report

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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

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Company Name: Pru Life Insurance Corporation of U.K.
Financial Year End: 2015
Sector: Insurance
Company Structure: Class 1
  Question   Y/N Reference/Source Document
Level 2 Bonus Items
A. Rights of Shareholders
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. Equitable treatment of shareholders
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.
(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 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

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C. Role of Stakeholders
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. Disclosure and transparency
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. Responsibilities of the Board
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

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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

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Please see Section 14 of the Board Charter which is available at the website of Pru Life UK.

Board Charter

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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

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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

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2014

Company Name: Pru Life Insurance Corporation of U.K.
Financial Year End: 2014
Sector: Insurance
Company Structure: Class 1
  Question Y/N Reference/Source Document
A. Rights of Shareholders
A.1 Basic Shareholder Rights
A.1.1

Does the company pay (interim and final/annual) pidends 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 subjet 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 inpidually? Y

Please see item 5 of the Minutes of the Annual Meeting of the Shareholders held on 24 June 2014.

 

Minutes of the Annual Meeting of the Shareholders (June 24, 2014)

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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
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
A.3.7 Does the disclosure of the outcome of the most recent AGM include resolution(s)? Y

Please see the Minutes of the Annual Meeting of the Shareholders held on 24 June 2014.

 

Minutes of the Annual Meeting of the Shareholders (June 24, 2014)

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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 Minutes of the Annual Meeting of the Shareholders held on 24 June 2014.

Minutes of the Annual Meeting of the Shareholders (June 24, 2014)

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Considering that the voting results were all unanimous, there was no need to specifically identify the approving, dissenting, and abstaining votes for each agenda item.

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 Minutes of the Annual Meeting of the Shareholders held on 24 June 2014.

 

Minutes of the Annual Meeting of the Shareholders (June 24, 2014)

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A.3.10 Did the chairman of the board of directors/commissioners attend the most recent AGM?  Y

Please see the Minutes of the Annual Meeting of the Shareholders held on 24 June 2014.

 

Minutes of the Annual Meeting of the Shareholders (June 24, 2014)

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A.3.11 Did the CEO/Managing Director/President attend the most recent AGM? Y

Please see the Minutes of the Annual Meeting of the Shareholders held on 24 June 2014.

 

Minutes of the Annual Meeting of the Shareholders (June 24, 2014)

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A.3.12 Did the chairman of the Audit Committee attend the most recent AGM? Y

Please see the Minutes of the Annual Meeting of the Shareholders held on 24 June 2014.

 

Minutes of the Annual Meeting of the Shareholders (June 24, 2014)

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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 Minutes of the Annual Meeting of the Shareholders held on 24 June 2014.

 

Minutes of the Annual Meeting of the Shareholders (June 24, 2014)

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Please see the Notice of the Annual Meeting of the Shareholders held on 24 June 2014.

 

Notice of the Annual Meeting of the Shareholders (June 24, 2014)

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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
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 24 June 2014 which was sent to all Shareholders on 27 May 2014, or at least 21 days prior to the said Annual Meeting of the Shareholders.

 

Notice of the Annual Meeting of the Shareholders (June 24, 2014)

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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 24 June 2014.

 

Notice of the Annual Meeting of the Shareholders (June 24, 2014)

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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

 

 

Company Name: Pru Life Insurance Corporation of U.K.
Financial Year End: 2014
Sector: Insurance
Company Structure: Class 1
  Question Y/N Reference/Source Document
B. Equitable Treatment of Shareholders
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 Minutes of the Annual Meeting of the Shareholders held on 24 June 2014.

 

Minutes of the Annual Meeting of the Shareholders (June 24, 2014)

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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?

Please see the Notice of the Annual Meeting of the Shareholders held on 24 June 2014 which was written in English.

 

Notice of the Annual Meeting of the Shareholders (June 24, 2014)

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  Does the notice of AGM/circulars have the following details:    
B.2.3 Are the profiles of directors/commissioners (at least age, qualification, date of first appointment, experience, and directorships in other listed companies) in seeking election/reelection included?

Please see the Notice of the Annual Meeting of the Shareholders held on 24 June 2014.

Notice of the Annual Meeting of the Shareholders (June 24, 2014)

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B.2.4 Are the auditors seeking appointment/re-appointment clearly identified?

Please see the Notice of the Annual Meeting of the Shareholders held on 24 June 2014.

Notice of the Annual Meeting of the Shareholders (June 24, 2014)

 Download

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.

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? N  
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?   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 45 to 46 of the 2014 Audited Financial Statements filed before the BIR and the SEC.


2014 Audited Financial Statements

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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 see pages 45 to 46 of the 2014 Audited Financial Statements filed before the BIR and the SEC.

Download

 

Company Name: Pru Life Insurance Corporation of U.K.
Financial Year End: 2014
Sector: Insurance
Company Structure: Class 1
  Question Y/N Reference/Source Document
C. Role of Stakeholders
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

Pru Life UK, a subsidiary of British financial services giant Prudential plc, has adopted the Code of Business Conduct of Prudential plc. Please see the link below.

Code of Business Conduct

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C.1.2 Explains supplier/contractor selection practice?

Please see below the Outsourcing Policies and Procedures of Pru Life UK:

Outsourcing Policies and Procedures

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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 Group Environment Policy and Code of Business Conduct of Prudential plc. Please see the link below.

Environment Policy and Code of Business Conduct

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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 Community Investment Policy and Code of Business Conduct of Prudential plc. Please see the link below.

Community Investment Policy and Code of Business Conduct

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C.1.5 Describe the company’s anti-corruption programmes and procedures?

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

 Download

C.1.6 Describes how creditors’ rights are safeguarded?

Y

Please see page 5 of the 2014 Audited Financial Statements, particularly the discussion on Legal Policy Reserves and Liability Adequacy Tests.

2014 Audited Financial Statements

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  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 the link to the press release below:

 

Pru Life UK provides more financial protection options against critical illness

More

 

Pru Life UK maintains a Facebook Account which provides regular reminders on health and safelty to its customers. Please see the links below:

 

Pru Life UK - Official Facebook Account

Facebook Content

 

C.1.8 Supplier/Contractor selection and criteria

Y

Please see below the Outsourcing Policies and Procedures of Pru Life UK:

 

Outsourcing Policies and Procedures

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C.1.9 Environmentally-friendly value chain

Please the Lights Off Policy of Pru Life UK.

 

Lights Off Policy

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C.1.10 Interaction with the communities Y

Please see the links to the following press releases:

 

Pru Life UK shares clothing and supplies to Tacloban schools

More

 

Pru Life UK, Fisher Mall cinemas promote disaster preparedness with Safe Steps

More

 

Pru Life UK’s Safe Steps strengthens disaster preparedness and awareness on National Disaster Consciousness Month

More

 

Pru Life UK supports disaster preparedness education in Mandaluyong high schools through Safe Steps

More

 

Pru Life UK continues to support public schools through Brigada Eskwela 2014

More

 

Charity has a new beat: Arnel Pineda teams up with Prudence Foundation, Pru Life UK for Typhoon Yolanda rehabilitation efforts

More

 

Prudence Foundation, Pru Life UK increase disaster preparedness in Cebu through 'Noah's Ark'

More

 

Pru Life UK, Cha-Ching train more private school teachers on financial literacy

More

 

Pru Life UK employees donate to ‘I am PGH’ campaign

More

C.1.11 Anti-corruption programmes and procedures

Y

Please see the link showing that Pru Life UK implements the annual mandatory refresher course for all its employees in order to implement its Anti-Bribery and Corruption Policy.

 

Annual Refresher Training on Anti-bribery and Corruption

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C.1.12 Creditors' rights

 Y 

Please see page 5 of the 2014 Audited Financial Statements, particularly the discussion on Legal Policy Reserves and Liability Adequacy Tests.

 

2014 Audited Financial Statements

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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.

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

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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

The website of Pru Life UK contains its contact details which stakeholders can use to voice their concerns. This section is available at the link below.

 

Pru Life UK - Contact Us

More

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

Pru Life UK, a subsidiary of British financial services giant Prudential plc, has adopted the Health and Safety Policy and Code of Business Conduct of Prudential plc. Please see the links below.

 

Health and Safety Policy and the Code of Business Conduct

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C.3.2 Does the company publish relevant information relating to health, safety and welfare of its employees?
 Y

Please see attached relevant information relating to health, safety and welfare of its employees.

 

Relevant Information Relating to Health, Safety and Welfare of its Employees

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C.3.3 Does the company have training and development programmes for its employees?

Y

Please see the Training Road Map for the year 2014 which was circulated to all employees of Pru Life UK through e-mail.

 

2014 Training Road Map

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C.3.4 Does the company publish data on training and development programmes for its employees?

 

 

 

 

Y

Please see attached relevant information on training and development programmes.

 

Relevant information on Training and Development Programmes

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C.3.5 Does the company have a reward/compensation policy that accounts for the performance of the company beyond shortterm financial measures?

Y

 

 

 

 

 

 

 

The Annual Incentive Bonus and 2017 On the Double Incentive of Pru Life UK is available in the database of all employees of Pru Life UK. Please see links below

 

Annual Incentive Bonus

2017 On the Double Incentive

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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 the screen shots of the Anti-Money Laundering and Counter-Terrorist Financing Policy, Corporate Governance and Corporate Governance Manual, Regional Compliance Standards, Fraud Awareness and Prevention and PCA Helpline Policy, Anti-Bribery and Corruption Policy, Conflicts of Interest Policy, and Information Security and Data Privacy Policy which show Pru Life UK’s procedures for complaints by employees concerning illegal (including corruption) and unethical behavior. The aforementioned policies of Pru Life UK are available in the database of all employees’ Pru Life UK e-mail accounts. Thus, the said policies are accessible/has been disclosed to all Pru Life UK’s employees.

Procedures and Policies on Complaints by Employees Concerning Illegal and Unethical Behaviour

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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 the screen shots of the Anti-Money Laundering and Counter-Terrorist Financing Policy, Corporate Governance and Corporate Governance Manual, Regional Compliance Standards, Fraud Awareness and Prevention and PCA Helpline Policy, Anti-Bribery and Corruption Policy, Conflicts of Interest Policy, and Information Security and Data Privacy Policy which show Pru Life UK’s policies and procedures to protect an employee/person who reveals illegal/unethical behavior from retaliation. The aforementioned policies and procedures of Pru Life UK are available in the database of all employees’ Pru Life UK e-mail accounts. Thus, the said policies and procedures are accessible/has been disclosed to all Pru Life UK’s employees.

Procedures and Policies on Complaints by Employees Concerning Illegal and Unethical Behaviour

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Company Name: Pru Life Insurance Corporation of U.K.
Financial Year End: 2014
Sector: Insurance
Company Structure: Class 1
  Question Y/N Reference/Source Document
D. Disclosure and Transparency
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 pages 50-53 of the Annual Report for the Year 2014 of Pru Life UK.

 

2014 Annual Report

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D.2.2 Corporate Objectives

Please see page 1 entitled Report from the CFO of the Annual Report for the Year 2014 of Pru Life UK.

 

2014 Annual Report

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D.2.3 Financial Performance Indicators

Y

Please see the Annual Report for the Year 2014 of Pru Life UK.

 

2014 Annual Report

Download

D.2.4 Non-Financial Performance Indicators

Y

 

Please see page 1 entitled Report from the CFO of the Annual Report for the Year 2014 of Pru Life UK.

 

2014 Annual Report

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D.2.5 Pidend Policy

Please see page 47 of the Annual Report for the Year 2014 of Pru Life UK.

 

2014 Annual Report

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D.2.6 Details of whistle-blowing policy

Y

Please see page 60 of the Annual Report for the Year 2014 of Pru Life UK.

 

2014 Annual Report

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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 pages 54-55 of the Annual Report for the Year 2014 of Pru Life UK.

 

2014 Annual Report

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D.2.8 Training and/or continuing education programme attended by each director/commissioner

Please see page 56 of the Annual Report for the Year 2014 of Pru Life UK.

 

2014 Annual Report

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D.2.9 Number of board of directors/commissioners meetings held during the year

Y

Please see page 56 of the Annual Report for the Year 2014 of Pru Life UK.

 

2014 Annual Report

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D.2.10 Attendance details of each director/commissioner in respect of meetings held

Y

Please see page 56 of the Annual Report for the Year 2014 of Pru Life UK.

 

2014 Annual Report

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D.2.11 Details of remuneration of each member of the board of directors/commissioners

Y

Please see page 59 of the Annual Report for the Year 2014 of Pru Life UK.

 

2014 Annual Report

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  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?  

Please see page 60 of the Annual Report for the Year 2014 of Pru Life UK.

 

2014 Annual Report

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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?  

Please see pages 45 to 46 of the 2014 Audited Financial Statements, particularly item 25 on Related Party Transactions.

 

2014 Audited Financial Statements

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D.3.2 Does the company disclose the name of the related party and relationship for each material/significant RPT?  

Y

Please see pages 45 to 46 of the 2014 Audited Financial Statements, particularly item 25 on Related Party Transactions.

 

2014 Audited Financial Statements

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D.3.3 Does the company disclose the nature and value for each material/significant RPT?  

Please see pages 45 to 46 of the 2014 Audited Financial Statements, particularly item 25 on Related Party Transactions.

2014 Audited Financial Statements

Download

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.

The audit fees are included in the professional fees under Operating Expenses in the 2014 Audited Financial Statements.

2014 Audited Financial Statements

Download

  Where the same audit firm is engaged for both audit and non-audit services,    
D.5.2 Are the non-audit fees disclosed?

N/A

Pru Life UK did not engage the same audit firm for non-audit services.
D.5.3 Does the non-audit fees exceed the audit fees?

N/A

Pru Life UK did not engage the same audit firm for non-audit services.
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.

Please see attached 2014 quarterly financial statements of Pru Life UK (for traditional and variable policies) submitted to the Insurace Commission.

Quarterly Financial Statements

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D.6.2 Company Website

Please see the link to the official website of Pru Life UK attesting that Pru Life UK uses its company website as a mode of communication.

 

Pru Life UK Corporate Website

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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  

The Press Release section of the website of Pru Life UK reports the media briefings/press conferences. The Press Release section is available at the link below.

 

Pru Life UK - Press Releases

More

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 2014 Audited Financial Statements received by the Bureau of Internal Revenue (BIR) and the Securities and Exchange Commission (SEC) on 13 April 2015 or within 103 days from the financial year end.

2014 Audited Financial Statements

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D.7.2 Is the audited annual financial report released within 90 days from the financial year end?

N

Not Applicable
D.7.3 Is the audited annual/financial report released within 60 days from the financial year end?

N

Not Applicable
D.7.4 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

Please see the last page of the 2014 Audited Financial Statements, particularly the Statement of Management’s Responsibility for Financial Statements.

2014 Audited Financial Statements

Download

 

Please see minutes of the Special Meeting of the Board of Directors held on 27 March 2014.

Minutes of the Special Meeting of the Board of Directors (27 March 2014)

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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 Annual Report for the Year 2014 of Pru Life UK which is available in the website of Pru Life UK.

2014 Annual Report

Download

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.

 

Annual Report 2010

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Annual Report 2011

Download

Annual Report 2012

Download

Annual Report 2013

Download

Annual Report 2014

Download

 

 

D.8.3 Materials provided in briefings to analysts and media

Y

The Press Release section of the website of Pru Life UK reports the media briefings/press conferences. The Press Release section is available at the link below.

 

Pru Life UK - Press Releases

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D.8.4 Shareholding structure

Y

Please see the 2014 Amended General Information Sheet which is available in the website of Pru Life UK.

2014 Amended General Information Sheet

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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.

 

Pru Life UK - About

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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.

 

Annual Report 2010

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Annual Report 2011

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Annual Report 2012

Download

Annual Report 2013

Download

Annual Report 2014

Download

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
D.8.9 Company’s constitution (company’s by-laws, memorandum and articles of association)  

Please see the Amended Articles of Incorporation of Pru Life UK and the Amended By-Laws of Pru Life UK.

Amended Articles of Incorporation and Amended By-Laws

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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?  

Y

A section of the website of Pru Life UK contains its contact details. The Contact Us section is available at the link below.

 

Pru Life UK - Contact Us

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Company Name: Pru Life Insurance Corporation of U.K.
Financial Year End: 2014
Sector: Insurance
Company Structure: Class 1
  Question Y/N Reference/Source Document
E. Responsibilities of the Board
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 Amended By-Laws of Pru Life UK which are available in the website of Pru Life UK.

Amended By-Laws

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E.1.2 Are the types of decisions requiring board of directors/commissioners' approval disclosed?  OECD PRINCIPLE VI (D)
 
Y

Please see Section 1 of Article III of the Amended By-Laws of Pru Life UK.

 

Amended By-Laws

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E.1.3

Are the roles and responsibilities of the board of

directors/commissioners clearly stated ?

Please see Section 1 of Article III of the Amended By-Laws of Pru Life UK.:

 

Amended-By Laws

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  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

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E.1.5 Has the board reviewed the vision and mission/strategy in the last financial year?     Y  

Please see the relevant portions of the Minutes of the Regular Meeting of the Board of Directors held on 28 August 2014.

 

Minutes of the Regular Meeting of the Board of Directors(August 28, 2014)

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E.1.6 Does the board of directors monitor/oversee the implementation of the corporate strategy?     Y  

Please see the relevant portions of the Minutes of the Regular Meeting of the Board of Directors held on 27 March 2014, Organizational Meeting of the Board of Directors held on 24 June 2014, Regular Meeting of the Board of Directors held on 28 August 2014, and Regular Meeting of the Board of Directors held on 27 November 2014.

 

Minutes of the Regular Meeting of the Board of Directors(March 27, 2014)

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Minutes of the Organizational Meeting of the Board of Directors (June 24, 2014)

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Minutes of the Regular Meeting of the Board of Directors (August 28, 2014)

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Minutes of the Regular Meeting of the Board of Directors (November 27, 2014)

Download

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 Declartion 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 beyong 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 Code of Business Conduct of Prudential plc. Please see the link below.

 

Code of Business Conduct

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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 Code of Business Conduct of Prudential plc. Please see the link below.

 

Code of Business Conduct

Download

E.2.3 Does the company disclose how it implements and monitors compliance with the code of ethics or conduct?

 Y

 

Pru Life UK, a subsidiary of British financial services giant Prudential plc, has adopted the Code of Business Conduct of Prudential plc. Please see the link below.

 

Code of Business Conduct

Download

  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)
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 usuallt requires that a sufficient number of board members will need to be independent of management.
 

 Y

 

Please see page 59 of the Annual Report for the Year 2014 of Pru Life UK.

 

2014 Annual Report

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E.2.6 Does the company have a term limit of nine years or less for its independent directors/commissioners?

 Y

 

Please see page 59 of the Annual Report for the Year 2014 of Pru Life UK.

 

2014 Annual Report

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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 page 59 of the Annual Report for the Year 2014 of Pru Life UK.

 

2014 Annual Report

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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.

Service on too many boards can interfere with the performance of board members. Companies may wish to consider whether multiple board memberships by the same person are compatible with effective board performance and disclose the information to shareholders.
 
 N  

Please see page 59 of the Annual Report for the Year 2014 of Pru Life UK.

 

2014 Annual Report

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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 page 59 of the Annual Report for the Year 2014 of Pru Life UK.

 

2014 Annual Report

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  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 Charter of the Nomination Committee which is available at the website of Pru Life UK.

 

Charter of the Nomination Committee

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Please see page 3 of the 2014 Amended General Information Sheet (showing the Chairman and members of the Nomination Committee of Pru Life UK) which is available in the website of Pru Life UK.

 

2014 Amended General Information Sheet

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Please see page 57 of the Annual Report for the Year 2014 of Pru Life UK.

 

2014 Annual Report

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E.2.11 Does the Nominating Committee comprise of a majority of independent directors/commissioners?  

 Y

 

Please see page 3 of the 2014 Amended General Information Sheet [showing that 2 of the 3 members of the Nominating Committee (i.e. Henry Joseph M. Herrera and Cesar P. Manalaysay) are independent directors] which is available in the website of Pru Life UK.

 

2014 Amended General Information Sheet

Download

Please see page 57 of the Annual Report for the Year 2014 of Pru Life UK.

 

2014 Annual Report

Download

 

Please see the Charter of the Nomination Committee which is available at the website of Pru Life UK.

Charter of the Nomination Committee

Download

 

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 page 3 of the 2014 Amended General Information Sheet (showing that the Chairman of the Nominating Committee, Cesar P. Manalaysay, is an independent director) which is available in the website of Pru Life UK.

2014 Amended General Information Sheet

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Please see page 57 of the Annual Report for the Year 2014 of Pru Life UK.

2014 Annual Report

Download

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 Charter of the Nomination Committee is available at the website of Pru Life UK.

Charter of the Nomination Committee

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E.2.14 Did the Nominating Committee meet at least twice during the year?  

 Y

 

Please see page 57 of the Annual Report for the Year 2014 of Pru Life UK.

2014 Annual Report

 Download

Please see the Charter of the Nomination Committee which is available at the website of Pru Life UK.

Charter of the Nomination Committee

Download

 
E.2.15 Is the attendance of members at Nominating Committee meetings disclosed?  

 Y

 

Please see page 57 of the Annual Report for the Year 2014 of Pru Life UK.

2014 Annual Report

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  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 Charter of the Remuneration/Compensation Committee which is available at the website of Pru Life UK.

 

Charter of the Remuneration Committee

Download

 

Please see page 3 of the 2014 Amended General Information Sheet (showing the Chairman and members of the Remuneration/Compensation Committee of Pru Life UK) which is available in the website of Pru Life UK.

 

2014 Amended General Information Sheet

Download
 

Please see page 57 of the Annual Report for the Year 2014 of Pru Life UK.

 

2014 Annual Report

Download

 
E.2.17 Does the Remuneration Committee comprise of a majority of independent directors/commissioners?

 Y

 

Please see page 3 of the 2014 Amended General Information Sheet [showing that 2 of the 3 members of the Remuneration/Compensation Committee (i.e. Henry Joseph M. Herrera and Romerico S. Serrano) are independent directors] which is available in the website of Pru Life UK.

 

2014 Amended General Information Sheet

Download

Please see page 57 of the Annual Report for the Year 2014 of Pru Life UK.

 

2014 Annual Report

Download

E.2.18 Is the Chairman of the Remuneration Committee an independent director/commissioner?

 Y

 

Please see page 3 of the 2014 Amended General Information Sheet (showing that the Co-Chairman of the Remuneration/Compensation Committee, Romerico S. Serrano, is an independent director) which is available in the website of Pru Life UK.

 

2014 Amended General Information Sheet

Download


Please see page 57 of the Annual Report for the Year 2014 of Pru Life UK.

 

2014 Annual Report

Download

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 Charter of the Remuneration/Compensation Committee is available at the website of Pru Life UK.

 

Charter of the Remuneration Committee

Download

E.2.20 Did the Remuneration Committee meet at least twice during the year?  Y  

Please see page 57 of the Annual Report for the Year 2014 of Pru Life UK.

 

2014 Annual Report

Download

 

Please see the Charter of the Remuneration/Compensation Committee which is available at the website of Pru Life UK.

 

Charter of the Remuneration Committee

Download

E.2.21 Is the attendance of members at Remuneration Committee meetings disclosed?  Y  

Please see page 57 of the Annual Report for the Year 2014 of Pru Life UK.

 

2014 Annual Report

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  Audit Committee
E.2.22 Does the company have an Audit Committee? OECD PRINCIPLE VI (E)
Boards should consider assigning a sufficient number of non-executive board members capable of exercising independent judgement to tasks where there is a potential for conflict of interest. Examples of such key responsibilities are ensuring the integroty of financial and non-financial reporting, the review of related party transactions, nomination of board members and key executives, and board remuneration.

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

 

Please see page 3 of the 2014 Amended General Information Sheet (showing the Chairman and members of the Audit Committee of Pru Life UK) which is available in the website of Pru Life UK.

 

 

2014 Amended General Information Sheet

Download
 

Please see pages 58-59 of the Annual Report for the Year 2014 of Pru Life UK.

 

2014 Annual Report

Download

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

 

Pru Life UK, a subsidiary of British financial services giant Prudential plc, has adopted the Terms of Reference of the Group Audit Committee of Prudential plc. Please see the link below.

 

Terms of Reference of the Group Audit Committee

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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 pages 58-59 of the Annual Report for the Year 2014 of Pru Life UK.

 

2014 Annual Report

Download

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 pages 58-59 of the Annual Report for the Year 2014 of Pru Life UK.

 

2014 Annual Report

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E.2.28 Did the Audit Committee meet at least four times during the year?

Y

 

Please see pages 58-59 of the Annual Report for the Year 2014 of Pru Life UK.

 

2014 Annual Report

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E.2.29 Is the attendance of members at Audit Committee meetings disclosed?

Y

 

Please see pages 58- 59 of the Annual Report for the Year 2014 of Pru Life UK.

 

2014 Annual Report

Download

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)
C.3.6 The Audit Committee should have primary responsibility for making a recommendation on the appointment, reappointment and removal of the external auditor. If the board does not accept the Audit Committee’s recommendation, it should include in the Annual Report, and in any papers recommending appointment or re-appointment, a statement from the Audit Committee explaining the recommendation and should set out reasons why the board has taken a different position.

Y

 

Pru Life UK, a subsidiary of British financial services giant Prudential plc, has adopted the Terms of Reference of the Group Audit Committee of Prudential plc. Please see page 3 of the said Terms of Reference of the Group Audit Committee.

 

Terms of Reference of the Group Audit Committee

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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 duch 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.

Please see the relevant portions of the Minutes of the Regular Meeting of the Board of Directors held on 27 November 2014.

 

Minutes of the Regular Meeting of the Board of Directors (November 27, 2014)

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E.3.2 Does the board of directors/commissioners meet at least six times per year?  

WORLDBANK PRINCIPLE 6

(VI.I.24) Does the board meet at least six times per year?

 

INDO SCORECARD

E.10. How many meetings were held in the past year? If the board met more than six times, the firm earns a ‘Y’ score. If four to six meetings, the firm was scored as ‘fair’, while less than four times was scored as ‘N’
Y  

Please see page 56 of the Annual Report for the Year 2014 of Pru Life UK.

 

2014 Annual Report

Download

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)
(3) Board members should be able to commit themselves effectively to their responsibilities.

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 indivdual 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

 
E.3.4 Does the company require a minimum quorum of at least 2/3 for board decisions?  

WORLDBANK PRINCIPLE 6

(VI.I.28) Is there a minimum quorum of at least 2/3 for board decisions to be valid?

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

(VI.E.1.6) Does the corporate governance framework requires or encourages boards to conduct executive sessions?

Y

 
  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.

 

Board members require relevant information on a timely basis in order to support their decision-making. Non-executive board members do not typically have the same access to information as key managers within the company. The contributions of non-executive board members to the company can be enhanced by providing access to certain key managers within the company such as, for example, the company secretary and the internal auditor, and recourse to independent external advice at the expense of the company. In order to fulfill their responsibilities, board members should ensure that they obtain accurate, relevant and timely information.In order to fulfill their responsibilities, board members should have access to accurate, relevant and timely information. Board members require relevant information on a timely basis in order to support their decision-making. Non-executive board members do not typically have the same access to information as key managers within the company. The contributions of non-executive board members to the company can be enhanced by providing access to certain key managers within the company such as, for example, the company secretary and the internal auditor, and recourse to independent external advice at the expense of the company. In order to fulfill their responsibilities, board members should ensure that they obtain accurate, relevant and timely information.

Y

 

Please see page 59 of the Annual Report for the Year 2014 of Pru Life UK.

 

2014 Annual Report

Download

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 of the Amended By-Laws of Pru Life UK.

 

Amended By-Laws

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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.

 

Pru Life UK - Board of Directors

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  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 fo 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 countiries, there are calls for an open search process extending to a broad range of people.

Y

 

Please see the Charter of the Nomination Committee which is available at the website of Pru Life UK.

 

Charter of the Nomination Committee

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E.3.10 Does the company disclose the process followed in appointing new directors/commissioners?  

Y

 

Please see the Charter of the Nomination Committee which is available at the website of Pru Life UK.

 

Charter of the Nomination Committee

Download

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 Charter of the Remuneration/Compensation Committee which is available at the website of Pru Life UK.

 

Charter of the Remuneration Committee

Download

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)

  1. Selecting, remunerating , monitoring and where necessary replacing key executives and overseeing succession planning.
E.    Aligning key executives and Board remuneration with the longer term interest of the company and its shareholders.

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
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 head of the internal audit of Pru Life UK, being a subsidiary of British financial services giant Prudential plc, is the Group-wide Internal Audit (“GwIA”) of Prudential plc. Please see the link below.

 

Group-wide Internal Audit Charter

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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 Committe 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 pages 50 to 53 of the Annual Report for the Year 2014 of Pru Life UK.

 

2014 Annual Report

Download

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 page 60 of the Annual Report for the Year 2014 of Pru Life UK.

 

2014 Annual Report

Download

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 regardded as good practice.

Y

 

Please see pages 50 to 53 of the Annual Report for the Year 2014 of Pru Life UK.

 

2014 Annual Report

Download

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 page 60 of the Annual Report for the Year 2014 of Pru Life UK.

 

2014 Annual Report

Download

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.

Please see page 3 of the 2014 Amended General Information Sheet (showing the Chairman of Pru Life UK is Henry Joseph M. Herrera while the Chief Executive Officer of Pru Life UK is Antonio Manuel G. de Rosas) which is available in the website of Pru Life UK.

 

2014 Amended General Information Sheet

Download

 

Please see pages 54-55 of the Annual Report for the Year 2014 of Pru Life UK.

 

2014 Annual Report

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E.4.2 Is the chairman an independent director/commissioner?

Y

Please see page 3 of the 2014 Amended General Information Sheet (showing the Chairman of Pru Life UK, Henry Joseph M. Herrera, is an independent director) which is available in the website of Pru Life UK.

 

2014 Amended General Information Sheet

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Please see page 54 of the Annual Report for the Year 2014 of Pru Life UK.

 

2014 Annual Report

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E.4.3 Has the chairman been the company CEO in the last three years?

N

Please see page 54 of the Annual Report for the Year 2014 of Pru Life UK.

 

2014 Annual Report

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E.4.4 Are the role and responsibilities of the chairman disclosed?  

Y

Please see Section 2 of Article IV of the Amended By-Laws of Pru Life UK.

 

Amended By-Laws

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  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 dircetors 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 page 54-55 of the Annual Report for the Year 2014 of Pru Life UK.

 

2014 Annual Report

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Please see the respective profiles of Henry Joseph Herrera, Stephen Paul Bickell and Lilian Ng, our non-executive directors who have prior working experience in the insurance industry, which are available in the website of Pru Life UK.

Pru Life UK - Board of Directors

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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.

 
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 page 56 of the Annual Report for the Year 2014 of Pru Life UK.

 

2014 Annual Report

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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.

Please see page 59 of the Annual Report for the Year 2014 of Pru Life UK.

 

2014 Annual Report

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  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 the Charter of the Nomination Committee which is available at the website of Pru Life UK.

 

Charter of the Nomination Committee

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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 countrieshave 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 relevant portions of the Minutes of the Regular Meeting of the Board of Directors held on 27 November 2014.

 

Minutes of the Regular Meeting of the Board of Directors (November 27, 2014)

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  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 relevant portions of the Minutes of the Regular Meeting of the Board of Directors held on 27 November 2014.

 

Minutes of the Regular Meeting of the Board of Directors (November 27, 2014)

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E.5.6 Does the company disclose the process followed in conducting the board assessment?

Y

 

Please see the relevant portions of the Minutes of the Regular Meeting of the Board of Directors held on 27 November 2014.

 

Minutes of the Regular Meeting of the Board of Directors (November 27, 2014)

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Please see page 59 of the Annual Report for the Year 2014 of Pru Life UK.

 

2014 Annual Report

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E.5.7 Does the company disclose the criteria used in the board assessment?

Y

 

Please see page 59 of the Annual Report for the Year 2014 of Pru Life UK.

 

2014 Annual Report

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  Director Appraisal
E.5.8 Is an annual performance assessment conducted of individual director/commissioner? OECD PRINCIPLE VI (D) (2)
 
 

Y

 

Please see the relevant portions of the Minutes of the Regular Meeting of the Board of Directors held on 27 November 2014.

 

Minutes of the Regular Meeting of the Board of Directors (November 27, 2014)

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E.5.9 Does the company disclose the process followed in conducting the director/commissioner assessment?

Y

 

Please see the relevant portions of the Minutes of the Regular Meeting of the Board of Directors held on 27 November 2014.

 

Minutes of the Regular Meeting of the Board of Directors (November 27, 2014)

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Please see page 59 of the Annual Report for the Year 2014 of Pru Life UK.

 

2014 Annual Report

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E.5.10 Does the company disclose the criteria used in the director/commissioner assessment?

Y

Please see page 59 of the Annual Report for the Year 2014 of Pru Life UK.

 

2014 Annual Report

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  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 relevant portions of the Minutes of the Regular Meeting of the Board of Directors held on 27 November 2014.

 

Minutes of the Regular Meeting of the Board of Directors (November 27, 2014)

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Company Name: Pru Life Insurance Corporation of U.K.
Financial Year End: 2014
Sector: Insurance
Company Structure: Class 1
 Question Y/N Reference/Source Document
A. Rights of Shareholders
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

 

Please see the Minutes of the  Annual Meeting of the Shareholders held on 24 June 2014.

 

Minutes of the Annual Meeting of the Shareholders (June 24, 2014) 

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Please see the Notice of the Annual Meeting of the Shareholders held on 24 June 2014.

 

Notice of the Annual Meeting of the Shareholders (June 24, 2014)

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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)

No such Shareholders Agreement exists.
A.4.2(P) Voting cap?

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?

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. Equitable treatment of shareholders
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. Role of Stakeholders
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. Disclosure and transparency
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 2014 Audited Financial Statements filed before the BIR and the SEC.

 

2014 Audited Financial Statements

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D.1.2(P) Did the company receive an "adverse opinion" in its external audit report?

N

Please see the 2014 Audited Financial Statements filed before the BIR and the SEC.

 

2014 Audited Financial Statements

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D.1.3(P) Did the company receive a "disclaimer opinion" in its external audit report?

N

Please see the 2014 Audited Financial Statements filed before the BIR and the SEC.

 

2014 Audited Financial Statements

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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 2013 Audited Financial Statements filed before the BIR and the SEC.

 

2013 Audited Financial Statements

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E. Responsibilities of the Board
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.

N

 

 

Please see pages 54 to 55 and 59 of the Annual Report for the Year 2014 of Pru Life UK.

 

2014 Annual Report

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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 2014 Amended General Information Sheet.

 

2014 Amended General Information Sheet

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Please see page 54 to 55 of the Annual Report for the Year 2014 of Pru Life UK.

 

2014 Annual Report

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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 page 57 of the Annual Report for the Year 2014 of Pru Life UK.

2014 Annual Report

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Company Name: Pru Life Insurance Corporation of U.K.
Financial Year End: 2014
Sector: Insurance
Company Structure: Class 1
  Question   Y/N Reference/Source Document
Level 2 Bonus Items
A. Rights of Shareholders
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. Equitable treatment of shareholders
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
C. Role of Stakeholders
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. Disclosure and transparency
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. Responsibilities of the Board
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 the Charter of the Nomination Committee which is available at the website of Pru Life UK.

 

Charter of the Nomination Committee

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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?
N  
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)  N  

 

 

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