Philam Life Annual Report 2012

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Role and Responsibilities of the BoardThe Board of Directors exercises all the powers of thecorporation, all business conducted and all property ofthe corporation controlled and held by them. The Boardis accountable to the shareholders and as such it shallensure the highest standard of governance in running thecompany’s business and setting the strategic directions.The detailed role and responsibilities are set forth in the ByLaws and Manual of Corporate Governance.Board IndependenceEach of the independent directors meets the guidelinesset in the Manual of Corporate Governance. None of theindependent directors has any business or significantfinancial interest in the company or any of its subsidiariesand therefore continues to be considered independent.Board ProcessThe Board meetings will be held on a quarterly basis unlessa special meeting is necessary to consider urgent matters.Minutes of meetings of the Board and all committees arekept by the Corporate Secretary. The said minutes are openfor inspection by the Board and Stockholders upon request.Board materials are sent to the members at least five (5)business days in advance of board meetings.Election of DirectorsThe company uses a transparent procedure for the electionof directors. The Nomination and Governance Committeelooks into the qualifications of directors and thereafterthe Board deliberates on the recommendation of theCommittee.Orientation Program and TrainingThe Corporate Secretary provides the orientation for newdirectors to explain the organizational profile, charters, bylaws, policies and procedures in the company. A corporategovernance seminar is arranged for each director to ensureadherence to best practices on corporate governance.The Board members engage in informal meetings on aquarterly basis to further discuss issues and strategies.Performance EvaluationThe company has established its own performanceevaluation, the criteria of which are based on the InsuranceCommission circular on corporate governance. Every Aprilof each year, the Board conducts a self-assessment of theirperformance as well as the Committees. The results aredetermined by the Nomination and Governance Committee.16The overall result for 2012 of the Board, the Committees,the Chairman and the President & CEO is an overallperformance rating of ‘Outstanding’ to ‘Very Outstanding.’Members of the BoardFor 2012, the Chairman and Vice Chairman of the Board andthe members of the Board of Directors are as follows:Board Chairman:Edmund Sze Wing TseVice Chairman:Jose L. Cuisia, Jr.Executive Directors:Rex Ma. A. MendozaReynaldo C. CentenoOmar T. CruzIndependent /Non-Executive Directors:Cesar A. BuenaventuraWashington Z. SyCipFrancis G. EstradaNon-Executive Directors:Estelito G. Madrid, Jr.Ricardo J. RomuloGordon T. WatsonBoard SupportCarla V. Javillo-DomingoCorporate SecretaryAtty. Carla V. Javillo-Domingo is currently the Vice-President and Corporate Secretary of The PhilippineAmerican Life & General Insurance Co. She also servesas Corporate Secretary of BPI-Philam Life AssuranceCorporation, Philam Equitable Life Assurance Company,Inc., Philam Properties Corporation, Kapatiran RealtyCorporation, PERF Realty Corporation, Philam Life TowerCondominium Corporation, Philam Life Tower ManagementCorporation, Philam Asset Management, Inc., PhilamFoundation, Inc., 18/F Holdings, Inc., 45/F Holdings, Inc.and Philam Insurance Agency and Call Center Services, Inc.She is a Fellow of the Institute of Corporate Directors. Sheattends special courses in basic accounting. Atty. Javillo-Domingo received her Bachelor of Laws from the San BedaCollege of Law, and her Bachelor of Arts, Major in PoliticalScience from the University of the East, magna cum laude,where she was a University Scholar. She is currently anInstructor of Business Laws in De La Salle University,College of St. Benilde.
REPORT OF THE DIRECTORSThe Board of Directors of The Philippine American Lifeand General Insurance Company is pleased to present thisAnnual Report for the year ended 31 December 2012.Principal ActivitiesPhilam Life is primarily engaged in the life insurancebusiness. Through its affiliates, the company provides arange of financial services including bancassurance, mutualfunds, and property development.Life Insurance OperationsPhilam Life Gross Premiums amounted to P15.4 billionin 2012, an increase of 13% versus previous year. NewBusiness of Philam Life reached P7.2 billion, a robust 44%growth consisting of P1.7 billion in First Year Premiums andP5.5 billion in Single Premiums.A total of 820,684 individual and 2,316 group policies arein-force as of Dec. 31, 2012.Net Insurance Benefits and Claims totaled P18.7 billion, anincrease of 18.7 % from last year.Net Investment IncomeNet Investment Income amounted to P11.8 billion in 2012reflecting a 4.2% growth from 2011.Profit and Loss AccountTotal Revenue was P30.2 billion, a 2.7% increase over theprevious year. Benefits and other expenses were at P25.3billion resulting in income before income tax of P4.9billion.Retirement BenefitThe company has a defined benefit plan. The amount ofretirement benefit that an employee will receive uponretirement usually depends on one or more factors such asage, years of service, and compensation. Retirement costis actuarially determined using the projected unit creditmethod.Share Based PaymentAIA GL launched a number of share-based compensationplans, under which the company receives services from theagents, employees, directors and officers as a considerationfor the shares and/or options of AIA GL. These consistsof the Share Option Scheme (SO), Restricted Share UnitScheme (RSU), the Employee Share Purchase Plan (ESPP),and the Agent Share Purchase Plan (ASPP). In 2012, AIAGroup made further grants of SO and RSUs to certainemployees, directors and officers.Related Party TransactionsRelated Party relationship exists and details of RelatedParty transactions are provided in Note 32 of the AuditedFinancial Statement.Capital StructureAuthorized Capital StockSubscribed and Paid-UpNo. of Shares Issued & OutstandingP2,000,000,000.00P2,000,000,000.00200,000,000 sharesTreasury Share 439,329 as of April 2013Par valueP10.00/shareDividendOn April 19, 2012 , the Board of Directors approved thedeclaration of cash dividend of P15 per share or a total ofP3 billion payable to all shareholders as at April 30, 2012.17
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Page 9 and 10: AFFILIATES & SUBSIDIARIESBPI Philam
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Page 24: About Philam LifeThe Philippine Ame

Philam Life Annual Report 2012

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