FIRST LIFE FINANCIAL CO., INC. 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?
Y
Yes. The information on shareholdings reveal the identity of beneficial owners holding 5% shareholding or more. Sources: General Information Sheet https://www.firstlife.com.ph/aboutus/corporategovernance/sourc edocuments/generalinformationsheet.pdf
D.1.2
Does the company disclose the direct and indirect (deemed) shareholdings of major and/or substantial shareholders?
Y
Yes. The Company discloses the direct and indirect (deemed) shareholdings of major and/or substantial shareholders. Sources: General Information Sheet https://www.firstlife.com.ph/aboutus/corporategovernance/sourc edocumentsgeneralinformationsheet.pdf
D.1.3
Does the company disclose the direct and indirect (deemed) shareholdings of directors (commissioners)?
Y
Yes. The Company discloses the direct and indirect (deemed) shareholdings of directors. Sources: General Information Sheet https://www.firstlife.com.ph/aboutus/corporategovernance/sourc edocuments/generalinformationsheet.pdf
D.1.4
Does the company disclose the direct and indirect (deemed) shareholdings of senior management?
Y
Yes. The Company discloses the direct and indirect (deemed) shareholdings of senior management. Sources: General Information Sheet https://www.firstlife.com.ph/aboutus/corporategovernance/sourc edocumentsgeneralinformationsheet.pdf Yes. The Company discloses the details of its associates/affiliations. Sources: Company Website https://www.firstlife.com.ph/aboutus/companyprofile
D.1.5
Does the company disclose details of the subsidiaries, associates, joint ventures and special purpose enterprises/ vehicles (SPEs)/ (SPVs)?
Y
D.2
Quality of Annual Report
D.2.1
Does the company's annual report disclose the following items: Key risks
Y
Yes. The Company is still planning on creating an annual report but discloses its key risks in its audited financial statements. Sources: 2015 Audited Financial Statements, page 48-58 https://www.firstlife.com.ph/aboutus/corporategovernance/source documents 2015 auditedfinancialstatement.pdf
D.2.2
Corporate objectives
Y
D.2.3
Financial performance indicators
Y
Yes. The Company discloses its mission and vision. Sources: Company Website https://www.firstlife.com.ph/aboutus/mission&vision Yes. The Company discloses its financial performance indicators. Sources: Annual Statement https://www.firstlife.com.ph/aboutus/corporategovernance/sourc edocuments/2015annualstatement.pdf
D.2.4
Non-financial performance indicators
Y
D.2.5
Dividend policy
Y
D.2.6
Details of whistle-blowing policy
Y
Yes. The Company discloses its non-financial performance indicators. Sources: Annual Statement https://www.firstlife.com.ph/aboutus/corporategovernance/sourc edocuments/2015annualstatement.pdf Yes. The Company discloses its dividend policy. Sources: By-Laws https://www.firstlife.com.ph/aboutus/corporategovernance/sourc edocuments/By-Laws.pdf Yes. The Company discloses details of whistle-blowing policy Sources: Code of Conduct https://www.firstlife.com.ph/aboutus/corporategovernance/sourc edocuments/codeofconduct.pdf
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
Yes. The biographical details of the board of directors are included in the biographical data submitted to the Insurance Commission. Sources: Biographical Data submitted to the Insurance Commission https://www.firstlife.com.ph/aboutus/corporategovernance/sourc edocuments/biographicaldata.pdf
D.2.8
Training and/or continuing education programme attended by each director/commissioner
Y
Yes. The training and/or continuing education programme attended by each of the board of directors are included in the biographical data submitted to the Insurance Commission. Sources: Biographical Data submitted to the Insurance Commission https://www.firstlife.com.ph/aboutus/corporatgovernance/source documents/biographicaldata.pdf
D.2.9
Number of board of directors/commissioners meetings held during the year
Y
Yes. The Company discloses the number of board of directors meetings held during the year. Sources: Corporate Secretary's Certification Summary of Minutes of Meetings http://www.firstlife.com.ph/aboutus/corporategovernance/source documents/minutesofboardmeeting
D.2.10
Attendance details of each director/commissioner in respect of meetings held
Y
Yes. The Company discloses the attendance details of each director in respect of meetings held. Sources: Corporate Secretary's Certification Summary of Minutes of Meetings http://www.firstlife.com.ph/aboutus/corporategovernance/source documents/minutesofboadmeeting.pdf
D.2.11
Details of remuneration of the CEO and each member of the board of directors/commissioners
N
No.
Y
Yes. The Company discloses its full compliance as mandated by the Corporate Governance Policy Sources: Corporate Governance Policy https://www.firstlife.com.ph/aboutus/corporategovernance/sourc edocuments/corporategovernancepolicy.pdf Yes. The Company discloses its policy covering the review and approval of material/significant RPTs. Sources: Code of Conduct, Section 24, Conflict of Interest https://www.firstlife.com.ph/aboutus/corporategovernance/sourc edocuments/codeofconduct.pdf Yes. The Company discloses its policy covering the review and approval of material/significant RPTs. Sources: Code of Conduct, Section 24, Conflict of Interest https://www.firstlife.com.ph/aboutus/corporategovernance/sourc edocuments/codeofconduct.pdf Yes. The Company discloses its policy covering the review and approval of material/significant RPTs. Sources: Code of Conduct, Section 24, Conflict of Interest https://www.firstlife.com.ph/aboutus/corporategovernance/sourc edocuments/codeofconduct.pdf
Does the Annual Report contain a statement confirming the company's full compliance with the code of corporate governance and where there is noncompliance, identify and explain reasons for each such issue?
D.3.
Disclosure of related party transactions (RPT)
D.3.1
Does the company disclose its policy covering the review and approval of material/significant RPTs?
Y
D.3.2
Does the company disclose the name of the related party and relationship for each material/significant RPT?
Y
D.3.3
Does the company disclose the nature and value for each material/significant RPT?
Y
D.4 D.4.1
Directors and commissioners dealings in shares of the company Does the company disclose trading in the company's shares by insiders?
N/A
The Company does not trade its shares to the public.
D.5
External auditor and Auditor Report
D.5.1
Are audit fees disclosed?
D.5.2 D.5.3 D.6
Where the same audit firm is engaged for both audit and non-audit services, Are the non-audit fees disclosed? Does the non-audit fees exceed the audit fees?
Y
N/A
The Company did not engage its external auditor for non-audit services.
N/A
The Company did not engage its external auditor for non-audit services.
Medium of communications Does the company use the following modes of communication? Quarterly reporting
Y
D.6.2
Company website
Y
D.6.3
Analyst's briefing
N/A
D.6.4
Media briefings /press conferences
D.7
Timely filing/release of annual/financial reports
D.6.1
Is the audited annual financial report released within 120 days from the financial year end?
Y
Yes. The Company's 2015 audited financial report was released on April 15, 2016 or 105 days after the end of the financial year. Sources: 2015 Audited Financial Statements, page 2 https://www.firstlife.com.ph/aboutus/corporategovernance/sourc edocuments/2015auditedfinancialstatement.pdf
Is the audited report released within 120 days from the financial year end?
Y
The Company's 2014 annual statement was filed with the Insurance Commission on April 30, 2016 or 120 days after the end of the financial year. Sources: Annual Statement https://www.firstlife.com.ph/aboutus/corporategovernance/sourc edocuments/2015annualstatement.pdf
Y
Yes. The Company's board of directors affirmed the true and fairness/fair presentation of the annual statement. Sources: Secretary's Certificate authorizing release of FS https://www.firstlife.com.ph/aboutus/corporategovernance/sourc edocuments/minutesofboardmeetings.pdf
Does the company have a website disclosing up-to-date information on the following: Business operations
Y
Yes. The Company's website discloses its business operations. Sources: Company Website https://www.firstlife.com.ph
Financial statements/reports (current and prior years)
Y
Yes. The Company's website discloses current and prior years financial statements Sources: 2015 Audited Financial Statements https://www.firstlife.com.ph/aboutus/corporategovernance/sourc edocuments/2015auditedfinancialStatement.pdf
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? Company website
D.8.1
D.8.2
There are no analysts hired for 2015. Yes. The Company have media press releases. Sources: Company Website https://www.firstlife.com.ph
D.7.2
D.8
Yes. The Company complies with the Insurance Commission's requirement for Quarterly Statistical Reports. Sources: Quarterly Reports to the Insurance Commission https://www.firstlife.com.ph/aboutus/corporategovernance/sourc edocuments/quarterlyreports.pdf Yes. The Company maintains a website. Sources: Company Website https://www.firstlife.com.ph
Y
D.7.1
D.7.3
Yes. The Company discloses the audit fees. Sources: External Auditor's Engagement Letter https://www.firstlife.com.ph/aboutus/corporategovernance/sourc edocuments/externalauditor'sengagementletter.pdf
Materials provided in briefings to analysts and media
Y
Shareholding structure
Y
Group corporate structure
Y
D.8.3
D.8.4
D.8.5 Downloadable annual report
N/A
D.8.6 Y D.8.7
Notice of AGM and/or EGM Y Minutes of AGM and/or EGM
D.8.8
Company's constitution (company's by-laws, memorandum and articles of association)
D.9.1
Investor relations Does the company disclose the contact details (e.g. telephone, fax, and email) of the officer responsible for investor relations?
Yes. The Company's website discloses its group corporate structure. Sources: Company Website https://www.firstlife.com.ph/aboutus/companyprofile The Company does not have an Annual Report but posted in the website is its 2015 Annual Statement submitted to the Insurance Commission https://www.firstlife.com.ph/aboutus/corporategovernance/sourc edocuments/2015annualstatement.pdf Yes. There is a notice of AGM. Sources: Annual General Meeting Minutes https://www.firstlife.com.ph/aboutus/corporategovernance/sourc edocuments/annualgeneralmeeting.pdf Yes. The are minutes of AGM. Sources: Annual General Meeting Minutes https://www.firstlife.com.ph/aboutus/corporategovernance/sourc edocuments/annualgeneralmeeting.pdf
Y
Yes. The Company's website discloses its Articles of Incorporation and By-Laws. Sources: Company Website https://www.firstlife.com.ph/aboutus/corporategovernance/sourc edocuments/amendedrticlesofincorporation.pdf https://www.firstlife.com.ph/aboutus/corporategovernance/sourc edocuments/by-laws.pdf
Y
Yes. The Company's website discloses the contact details. Sources: Company Website https://www.firstlife.com.ph
D.8.9
D.9
Yes. The Company's website discloses material provided in briefings to analysts and media Sources: Company Website https://www.firstlife.com.ph/customerservice/forms Yes. The Company's website discloses its shareholding structure. Sources: General Information Sheet https://www.firstlife.com.ph/aboutus/corporategovernance/sourc edocuments/generalinformationsheet
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