SEC Form 20-IS - iRemit Global Remittance
SEC Form 20-IS - iRemit Global Remittance
SEC Form 20-IS - iRemit Global Remittance
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On July <strong>20</strong>, <strong>20</strong>07, the Company’s Board of Directors approved a proposal to set up a Special Stock Purchase<br />
Program (“SSPP”) of 15,000,000 shares for the employees of the Company who have been in service for at<br />
least one (1) calendar year as of June 30, <strong>20</strong>07 as well as members of the Board, resource persons and<br />
consultants of the Company (collectively referred to as the “Participants”). A Notice of Exemption under<br />
Section 10.2 of the Securities Regulation Code was filed with the <strong>SEC</strong> on September 13, <strong>20</strong>07.<br />
Notwithstanding the aforesaid confirmation by the <strong>SEC</strong> of the exempt status of the SSPP shares, the <strong>SEC</strong><br />
nonetheless required the Company to include the SSPP shares among the shares of the Company which were<br />
registered with the <strong>SEC</strong> prior to the conduct of its initial public offering on October 17, <strong>20</strong>07. The registration<br />
of the Company shares, together with the SSPP shares, was rendered effective on October 5, <strong>20</strong>07.<br />
All 15,000,000 shares were exercised. The shares subject to the SSPP were sold at par value or PHP1.00 per<br />
share. Total shares amounting to PHP11.74 million were paid in full, while the difference totaling PHP3.26<br />
million were paid by way of salary loan. The shares acquired through the SSPP were subject to a lock-up<br />
period of two (2) years from the date of issue, which ended on September 19, <strong>20</strong>09.<br />
The sale was further subject to the condition that should the officer or employee resign from the Company<br />
prior to the expiration of the lock-up period, the shares purchased by such resigning employee or officer shall<br />
be purchased at cost by the Company as Treasury stock. As of December 31, <strong>20</strong>09, twenty four (24)<br />
employees resigned and their shares totaling 808,100 were bought back by the Company.<br />
As approved by the Company’s Board, the fair value of the shares issued under the SSPP was measured at<br />
the grant date using the price-earnings multiple model, taking into account the terms and conditions upon<br />
which the shares were granted. The fair value at grant date was PHP1.33 per share. This transaction also<br />
resulted in an increase in equity by PHP1.53 million, PHP2.16 million and PHP1.00 million recognized as<br />
“Share-based payment’ under equity in <strong>20</strong>09, <strong>20</strong>08 and <strong>20</strong>07 respectively.<br />
On September 19, <strong>20</strong>09, which was the end of the lock-up period, the 808,100 shares bought back at cost<br />
were transferred to the Company’s retirement fund upon reimbursement of the PHP0.81 million paid by the<br />
Company for those shares.<br />
The expense arising from the share-based payment plan is recognized over the two-year lock-up period. The<br />
expense recognized under Salaries, Wages, and Employee Benefits in the statements of income amounted to<br />
PHP1.53 million in <strong>20</strong>09, PHP2.16 million in <strong>20</strong>08, and PHP1.00 million in <strong>20</strong>07.<br />
Independent Public Accountants<br />
The accounting firm of SyCip Gorres Velayo & Co. (“SGV”) will be nominated and recommended to security<br />
holders for appointment as External Auditors for the period <strong>20</strong>12 – <strong>20</strong>13. Representatives of SGV are<br />
expected to be present in the Annual Shareholders’ Meeting to respond to appropriate questions and to make<br />
a statement if they so desire. In compliance with SRC Rule 68(3)(b)(iv) as amended on the rotation of<br />
External Auditors, the audit of the financial statements of the Company was handled and certified by the<br />
engagement partner, Ms. Josephine Adrienne A. Abarca, effective calendar year <strong>20</strong>10.<br />
The Company’s Board of Directors reviews and approves the engagement of the Company’s external auditors,<br />
who are appointed upon the recommendation of the Audit Committee. The Audit Committee is composed of<br />
the following: Mr. Gregorio T. Yu (Independent Director) as Chairman, and Messrs. Bansan C. Choa, John Y.<br />
Tiu, Jr. and Harris E. D. Jacildo as Members.<br />
Engagement agreements are executed for every type of engagement which provides for the scope of work,<br />
timetable, fees, engagement team, etc. for each project.<br />
The audit and audit-related fees paid by the Company in the last two (2) years are as follows:<br />
Fees <strong>20</strong>10 <strong>20</strong>09<br />
A. Audit and Audit-Related Fees<br />
1. Audit of the Registrant’s annual financial statements or services that<br />
are normally provided by the external auditor in connection with the<br />
statutory and regulatory filings or engagements<br />
2. Other assurance and related services by the external auditor that are<br />
reasonably related to the performance of the audit or review of the<br />
Registrant’s financial statements<br />
15<br />
PHP577,500.00<br />
(exclusive of VAT)<br />
PHP 550,000.00<br />
(exclusive of VAT)<br />
--- ---<br />
B. Tax Fees --- ---<br />
C. All Other Fees --- ---