Corporate Governance
We strive to achieve our business goals while staying compliant with the law, meeting the highest ethical standards, and being guided by our company principles.
We strive to achieve our business goals while staying compliant with the law, meeting the highest ethical standards, and being guided by our company principles.
We firmly believe that implementing a good corporate governance framework is integral to fulfilling our fiduciary duties to our stockholders. With this in mind we have developed our corporate governance rules and guidelines in accordance with the regulations of the Philippine Securities and Exchange Commission and the Insurance Commission.
Our Code of Conduct and Code of Ethics are the cornerstone of the tried-and-tested way our directors, officers, and employees have been dealing with our many stakeholders–our customers, suppliers, shareholders, competitors, business partners, competitors, and the insuring public.
Our Integrated Annual Corporate Governance Report (IACGR) provides an update on matters concerning our Board of Directors and the work done by our Board Committees. It also describes our Risk Management System, including controls we have established in assessing and managing risk, and our internal audit and controls.
The ASEAN Corporate Governance Scorecard (ACGS) measures the performance of the companies in the areas of facilitating the rights and the equitable treatment of shareholders, how they relate to their different stakeholders, ensuring transparency and accountability thru timely disclosure of material information, and how the board guides the company strategically, monitors the management, and ensures the board’s accountability to the company and the shareholders.
The scorecard is based on publicly available disclosures on the companies’ websites. It aims to raise the corporate governance standards and practices of the country and to make well-governed Philippine publicly listed companies attractive to investors.
Nat Re is regulated by the Securities and Exchange Commission (SEC), the Philippine Stock Exchange (PSE), and the Insurance Commission (IC).
The National Reinsurance Corporation of the Philippines is regulated by the Philippine Securities and Exchange Commission (SEC), the Philippine Insurance Commission (IC), and the Philippines Stock Exchange (PSE).
Beneficial owners of common shares
Nat Re’s Board Committees assists the Board of Directors in fulfilling its oversight responsibilities and functions.
The Board of Directors is mainly responsible for matters of governance and in managing the business of the Corporation.
The Board shall exercise its powers and duties in the best interest of the Corporation, its shareholders, and all other stakeholders.
Chairperson: Evelina G. Escudero
Vice Chairperson: Yvonne S. Yuchengco
President and Chief Executive Officer: Allan R. Santos
Directors:
Joli Co Wu
Maria Consuelo A. Lukban
Antonio M. Rubin
Jocelyn DG Cabreza
Alan R. Luga
Rafael G. Ayuste, Jr.
Lester Ong
Medel T. Nera (Lead Independent Director)
Roberto G. Manabat (Independent Director)
Rex Maria A. Mendoza (Independent Director)
Board of Directors Charter
The Audit Committee evaluates our financial reporting processes; systems on internal control; external and internal auditors’ independence, qualifications, and performance; and, processes for monitoring compliance with laws, regulations, and its own Code of Conduct.
Chairman: Medel T. Nera
Vice Chairman: Roberto G. Manabat
Member: Rex Maria A. Mendoza
Audit Committee Charter
The Governance and Related Party Transaction Committee oversees our compliance with our Manual on Corporate Governance. It also reviews all of our material Related Party Transactions to provide reasonable assurance that these transactions comply with laws, rules, and regulations; are conducted on an arm’s length basis; and, do not unduly disadvantage any stakeholder.
Chairman: Rex Ma. A. Mendoza
Vice Chairman: Medel T. Nera
Members:
Roberto G. Manabat,
Evelina G. Escudero
Rafael G. Ayuste, Jr.
Advisor: Ma. Pilar M. Pilares-Gutierrez
Governance and Related Party Transaction Committee Charter
The Investment & Budget Committee implements Nat Re’s investment strategy; evaluates potential investment outlets and opportunities; and, assesses the performance of our investment managers. The Committee also reviews and endorses to the Board our annual budgets, as part of its responsibility in overseeing the management of the company’s financial and budgetary affairs.
Chairman: Rafael G. Ayuste, Jr.
Vice Chairperson: Yvonne S. Yuchengco
Members:
Jocelyn D.G. Cabreza,
Maria Consuelo A. Lukban,
Lester Ong,
Medel T. Nera
Investment & Budget Committee Charter
The Nomination and Compensation Committee reviews and evaluate the qualifications of all persons nominated to the Board of Directors as well as those nominated to other positions requiring appointment by the Board. The Committee also fixes the remuneration packages of our corporate officers and directors, and provides oversight over remuneration of our senior management and other key personnel.
Chairperson: Maria Consuelo A. Lukban
Vice Chairperson: Yvonne S. Yuchengco
Members:
Evelina G. Escudero,
Roberto G. Manabat,
Joli Co Wu
Nomination & Compensation Committee Charter
The Risk Oversight Committee ensures that risks are being identified, managed and, monitored effectively by overseeing implementation of our risk management systems.
Chairman: Roberto G. Manabat
Vice Chairman: Rex Ma. A. Mendoza
Members:
Medel T. Nera,
Maria Consuelo A. Lukban,
Allan R. Santos
Advisors:
Joli Co Wu,
Noel A. Laman
Risk Oversight Committee Charter
The Underwriting Committee ensures that proper underwriting and reinsurance risk assessment is carried out in accordance with Nat Re’s general underwriting principles and guidelines.
Chairman: Antonio M. Rubin
Vice Chairman: Lester Ong
Members:
Alan R. Luga,
Joli Co Wu
Rafael G. Ayuste, Jr.
Underwriting Committee Charter
We are fully committed to more consciously managing our business’ impact on the economy, the environment, and the greater society, and monitoring our contributions to achieving universal sustainability goals.
We enjoin our Board of Directors, our senior management, and our employees to proactively integrate a philosophy of sustainable development into our corporate, business, and functional strategies and our day-to-day company activities.
We continue to establish embedded processes, resources, and structures to address risk management needs. These range from our internal audit systems, insurance and risk finance, IT security, compliance processes, quality management, and line management interventions. Our risk policy document provides an integrated framework so that our risk management efforts are optimized.
Our risk management policy applies to all levels of the organization from our staff to the Board of Directors. It is in our culture to cooperate with the Board’s intent to maintain risk management excellence. Our commitment to these sound practices is unwavering — and our Board of Directors helps ensure that we perform up to the best risk management standards.
Health, Safety, and Welfare of Employees
The Company is committed in providing and maintaining a safe, secure and healthy work environment. In turn, the employee has the responsibility to work safely, to keep work areas and common areas in the company neat and clean, not just to reduce the chances of injury but also to make the office a more attractive and pleasant place to work in.
Employees are urged to report to their immediate superior or to the General Services Department accidents or any condition or practice which is unsafe, whether or not these result in personal injury or no matter how minor they might seem to be. (Reference – Code of Conduct, Policy Provision, Rules of Conduct, Health, Safety, Security and Proper Use of Company Assets, Section III.11.3, page 6)
In order to ensure the promotion of employee health and well-being, the company offers health care benefits covered by the health insurance provider of the Company.
Employees are involved in deciding, planning and implementing employee activities and programs such as sports and summer outing events, company parties and employee uniform. (Reference – Annual Corporate Governance Report, page 49
Employee Training & Development
New employees are given orientation on the Company’s policies and procedures and made to undergo basic insurance and reinsurance training. Depending on their work assignment and employee development plans, employees undergo or are sent to specialized training courses. (Reference – Annual Corporate Governance Report, page 50)