Revised Manual of Corporate Governance
(In compliance with SEC Memorandum Circular No. 9, Series of 2014)
This Revised Manual on Corporate Governance (the “Manual”) was crafted pursuant to Insurance Commission (“IC”) Circular Letter No. 13-2002,
as amended by IC Circular Letter No. 31-2005 dated September 26, 2005, the Revised Code of Corporate Governance of the Securities and Exchange
Commission (“SEC”), and other relevant IC and SEC issuances and regulations.
This Manual defines Corporate Governance as the framework of rules, systems and processes in National Reinsurance
Corporation of the Philippines (hereinafter referred to as the “Company” or the “Corporation”), that governs the performance of our
Board of Directors and Management of their respective duties and responsibilities to stockholders and other stakeholders which include,
among others, customers, employees, suppliers, financiers, government and community in which we operate. It is the primary source of guidance
on all aspects of governance including statutory guidance under which the Company operates, and sets the rules governing Board meetings.
The Manual is designed to be an active, flexible and practical document; thus, some information may be duplicated between certain sections.
This is to make changes in the Manual easier whenever some sections are modified, amended, revised or updated as the need arises.
A. Commitment to Good Corporate Governance
We, the Company’s Board and Management, recognize that a good corporate governance system is integral to the mandate bestowed
upon us by the Company’s stockholders. We are fully conscious of our fiduciary duties, accountabilities and responsibilities to all stakeholders,
and we subscribe to the belief that the pursuit of corporate goals must be bound by high ethical standards. Accordingly, we commit ourselves to
the principles in the performance of our functions: Altruism, Integrity, Objectivity, Accountability, Transparency, Probity, Sensible Frugality
and Leadership. read more...
B. The Board of Directors
As provided in Company’s Amended Articles of Incorporation, the Board of Directors shall consist of thirteen (13) members,
at least two of whom must be independent directors. Immediately after their election, they shall meet and shall elect a Chairman and a
Vice Chairman of the Board of Directors and a President from among themselves, and shall also elect, not necessarily from among themselves,
a Treasurer, a Secretary and such other officers as may be needed to run the affairs of the Corporation.
C. Financial Reporting, Disclosure, Transparency and Internal Control
The Board shall review timely and accurate disclosure on all material matters, including the financial condition,
performance, ownership and governance of the Company. Fair, timely and cost-efficient access to relevant information shall be
provided to all parties with legitimate interest in the Company.
D. The Financial Control System of the Company
The Board has the fiduciary duty to protect shareholder value through adequate financial controls;
thus, it shall foster and encourage a corporate environment of strong internal control, fiscal accountability,
high ethical standards and compliance with the law and code of conduct.
E. Rights of Stockholders and Protection of Minority Stockholders' Interest
The Board of Directors shall ensure that all the rights of the stockholders as mandated or set forth
in the Corporation Code of the Philippines, Articles of Incorporation and By-Laws of the Company shall be respected.
F. Accountability and Audit
The Board is primarily accountable to the stockholders. It should provide them with a balanced and
comprehensible assessment of the corporation's performance, position and prospects on a quarterly basis, including
interim and other reports that could adversely affect its business, as well as reports to regulators that are required by law.
G. Compliance System
Good corporate governance is the responsibility and concern,
not only of the Board of Directors and management, but also of each and every employee of the Company.
H. Penalties for Non-Compliance
(1) To strictly observe and implement the provisions of this manual,
the following penalties shall be imposed, after notice and hearing, on the company’s directors,
officers, staff, subsidiaries and affiliates and their respective directors, officers and staff
in case of violation of any of the provision of this Manual:
Please note that all the changes were underlined/highlighted to show the updates provided in compliance with SEC
Memorandum Circular No. 9 Series of 2014.