In an Advisory dated May 3, 2013, and Circular Letter (CL) 14-2013 dated July 1, 2013, Insurance Commissioner Emmanuel F. Dooc prescribed the adoption of the Asean Corporate Governance Scorecard by insurance companies and mutual benefit associations (MBAs). The ACGS replaced the Corporate Governance Scorecard (CGS) required under Circular Letter 21-2009, dated August 12, 2009. However, it would be two years later under Circular Letter 2015-23, dated May 8, 2015, when the Guidelines on Compliance with the ACGS would be provided. The Institute of Corporate Directors (ICD) was accredited to be the assessor.
The objectives of the ACGS was to raise corporate governance standards and practices of Asean publicly listed companies, and to showcase well-governed Asean PLCs and make them more visible and investable to global investors thereby improving their liquidity and valuation. The ACGS was developed as a tool to improve corporate governance practices.
In general, there are five major sections that correspond to the OECD Corporate Governance Principles with their corresponding weight, as follows: a) rights of shareholders (10 percent); b) equitable treatment of shareholders (15 percent); c) role of stakeholders (10 percent); d) disclosure and transparency (25 percent); and e) responsibilities of the board (40 percent).
Institute of Corporate Directors
The Institute of Corporate Directorsis a major player in Philippine corporate governance reform initiatives. It is a nonstock, not-for-profit organization working in close partnership with other business, the government and civil-society organizations. ICD is a member of the Global Network of Director Institutes (GNDI). The ICD has been accredited by the Commission “to conduct the [annual] assessment of the ACGS Response Form” and “shall conduct their assessment beginning July 1 up to September 30 of every year.” The ICD shall use the Assessment Form template to be provided by the Insurance Commission. This was amended by CL 2017-39 wherein the “ICD shall complete the assessment proper not later than October 31 of each year” and “the Insurance Commission shall release to the Covered Companies the score and the results of the assessment not later than November 30 of every year.”
Methodology
The basis for assessing compliance are the publicly available and accessible information from the regulator and the insurance companies and the MBAs, which are found on their web site. Interestingly, in assessing compliance, the development of the company web site is an indispensable element and a requirement. As provided for in the annex of CL 2015-23, “the assessment of the ACGS relies primarily on publicly available and easily accessible information such as, among other things, annual report, company web sites, company announcements, circulars, articles of association, minutes of annual Shareholders’ meetings (or an excerpt of the said minutes), Corporate Governance policies, codes of conduct and sustainability reports. Only information that are publicly available and easily accessible and understood are used in the assessment.”
2018 assessment
The 2018 assessment is the fourth assessment to be conducted by the ICD on the insurance industry. For the given year, the ICD assessed 56 nonlife companies 30 life companies, and 30 MBAs. It was reported that the insurance industry has continuously improved its performance with an average score of 41.34 points in the 2018 assessment, which is a 1.61-point increase from the 2017 result. This score, however, is still low compared to the banking sector’s 80.06 assessment in 2018. While the industry was found strong in the area of equitable treatment of shareholders, a need to improve was noted in all the other areas, especially in the disclosure of corporate governance-related documents. It was observed that many companies have not made available the Notice and Minutes of the most recent Annual Stockholders/General Meeting on their web sites. It was also observed that company web sites do not have sufficient disclosures on the company’s corporate governance practices. Very few companies have published an Annual Report.
For 2018, the top 5 life companies that emerged are: Pru Life Insurance Corp. of UK (105.19); Insular Life Assurance Co. (104.53); FWD Life Insurance Co. (91.12); Sun Life of Canada Philippines (89.96); and Philippine American Life and General Insurance Co. (86.92). The top 5 nonlife companies are: Pacific Cross Insurance (82.07); National Reinsurance Corp. of the Philippines (76.80); MAA General Assurance Philippines (72.34); BPI/MS Insurance Corp.; and Pacific Union Insurance Co. (59.29).
The top 4 MBAs are: CARD MBA (80.60); Praxis Fides MBA (78.35); Kasagana-Ka MBA (73.74); and the Knights of Columbus Fraternal Association (71.60).
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Dennis B. Funa is the current insurance commissioner. Funa was appointed by President Duterte as the new insurance commissioner in December 2016.
E-mail: dennisfuna@yahoo.com.
