Corporate Governance

Role of Stakeholders in Corporate Governance

An important aspect of our Corporate Governance (CG) practices is our enduring partnership with our Stakeholders. As a mutual company, we forge our relationships not just with our members but also with the communities where they reside. To us, providing “a lifetime of good” means being a good corporate citizen with holistic programs such as education, clean and safe environment, and health and well-being of stakeholders.

Apart from the regular AMM, we keep our stakeholders informed and updated through various media; namely our official online Customer Portal, InLife app, social media pages, corporate website, newspapers, press releases, and updates via SMS and emails.

Through these platforms, we also engage with them and gather important insights and feedback to continually enhance our practices.

Our mission statement stipulates that we provide a full range of high-value insurance products and other related services that empower families to attain financial security and fulfill their dreams, thus helping build a stronger Philippines. We enable our professional customer-oriented employee and agency force to render service of highest quality. We always operate with excellence to optimize Stakeholder value and continuously pursue strategic opportunities to achieve sustained growth.

For the underinsured and the underserved, InLife pursues strategic partnerships and alliances, develops exceptional products and maximizes emerging distribution channels to ensure greater reach and coverage for them.

Read more about the Company activities with this Stakeholder below:

• InLife offers first sustainable income fund with potential regular payouts
• InLife invests in CREIT’s ASEAN Green Bonds offering
• InLife’s Secure 5 offers frequent cash payouts for 5 years
• Access to information now easier with improved InLife Chatbot and website
• InLife introduces the first Diabetes Coverage Riders
• InLife launches Abundance, a new limited-pay with guaranteed regular payouts plan
• InLife’s Amorsolo Circle members get tips on investing in the New Economic Order
• InLife launches limited pay whole life critical illness plan called Resilience

In line with the Company's thrust in providing “a lifetime for good” to its employees or InLifers, various policies and activities are in put place that are designed to prioritize their health, wellness, safety, and welfare. They are provided with an enabling working environment with exceptional facilities, defined career advancement paths, topnotch benefits, and total reward and recognition programs. Specific programs and activities for InLifers are discussed in the latest Annual Report.

Read more about the Company activities and updates with this Stakeholder below:

• InLife recognized as one of the best companies to work for in Asia
• InLife remains in Top 5 in terms of Net Worth, Net Income, and Assets

We constantly innovate our business to help our Agents reach more customers with limited access to financial services and improve how they enhance the customer's experience. We have also implemented activities designed to take care of their professional and personal growth. The Company has been providing our agents with digital tools such as automated application and underwriting systems, digital lead generation system, Agents' Portal. We also provide above-industry compensation to qualified agents.

Read more about the Company activities and updates with this Stakeholder below:

• InLife honors its top financial advisors and agency leaders
• InLife and UnionBank honor 2022 Club Elite Awardees

Our Suppliers, Contractors and Partners are our valued partners in providing “a lifetime for good” to the Filipinos. Thus, we carefully review and evaluate them before they are accredited. We ensure that they are capable, competent, and similarly committed to good corporate governance. We only invite accredited partners to participate in Company bidding activities and the winner is selected using a pre-established set of clearly defined Company criteria. Finally, they are asked to disclose their relationships (potential or actual), pursuant to our Related Party Transactions Policy and are asked to comply with our Anti-Corruption Policy. Significant partnerships are also disclosed in our website for the information of our other Stakeholders.

Below are some of our empowering engagements:

• InLife’s Aguas underscores needed virtues and public-private partnerships for long-term progress
• MAPFRE Insurance now officially Oona Insurance

InLife continues to serve and change the lives of millions of Filipinos through our core business and our many philanthropic activities. As a 100% Filipino organization, we give back to the Filipino community through our subsidiary, Insular Foundation, Inc. The Foundation provides educational scholarships or grants, financial literacy programs, and rebuilding and rehabilitation programs for disaster-stricken communities. These projects are geared towards long-term sustainable development for the benefit of the community at large.

We also take care of our environment through various programs, investment in ESG projects and priorities, and employee volunteering activities.

• Insular Foundation extends assistance to schools for Dumagat
• InLife recognizes young women achievers
• InLife Sheroes marks fourth anniversary with stories of hope and healing
• InLife launches campaign to support the arts, inspire Filipinos to dream big
• Insular Foundation provides data science training to women
• Insular Foundation conducts Financial Management, Mentoring Webinars for Scholars
• InLife Sierra Madre Greening Project

• InLife Sheroes #InAko campaign wins three Canopus Awards in the 2022 Vega Digital Awards
• InLife bags 2 Anvil Awards 2023
• InLife receives its 18th LOMA Excellence in Education Award
• Insular Foundation wins in the Asia Responsible Enterprise Awards 2023
• InLife wins 7th Domestic Life Insurer Philippines award in Insurance Asia Awards
• InLife receives 4-Golden Arrow Award for good corporate governance.

We believe that sound Corporate Governance (CG) is as crucial as improved company performance and profitability; and is a necessary component of strategic management. Hence, our Board of Trustees, the primary advocates of corporate governance in the Company, sets the tone and makes a stand against corrupt practices by adopting an anti-corruption policy and program in its Codes. The Board also works with our Management to ensure that an effective culture of good corporate governance and compliance is established and maintained throughout the organization.

Various Board Committees have been instituted to help the Board perform its role and fulfill its responsibility in the overall management of the Company. The Board and Management's actions are guided by the Company's Manual on Corporate Governance (MCG) and Code of Business Conduct, which they are mandated to comply with. The Board, with assistance of Management, ensures that the codes are properly disseminated via email, hard copies, trainings (including e-learning materials) and other programs. These Codes are aligned with the CG principles as enunciated in the Insurance Commission's (IC) Revised Code of Corporate Governance, Annual Corporate Governance Report (ACGR) and other internationally accepted CG practices. We also benchmark with the best CG best practices in other companies in the financial sector and strive to continuously improve our own CG practices.

Notable of these codes are various programs that reinforce our commitment to corporate governance principles of Fairness, Accountability, Integrity and Transparency.

The Company's Anti-Corruption Programs and procedures are principally embodied in the Code of Business Conduct and Manual on Corporate Governance and are supplemented by various Company policies such as the following:

It is the policy of the Company to ensure that all of its business dealings are honest, above-board, transparent and in accordance with law. For this purpose, the Company will not tolerate any act of corruption.

The Anti-Corruption Policy defines corruption as the abuse of position or influence in exchange for undue gain or advantage. The Policy also provides for the adoption of guidelines/procedures for prevention, detection and investigation, training and education and other required measures.

Any knowledge of a corrupt practice may be reported by an Employee, Agent, Customer, or any other person via any of the Company's whistleblowing platforms and will be protected from any form of retaliation in accordance with the Company's Whistleblowing policy.

The Company's Money laundering and Terrorist Financing Prevention Program (MTPP) is implemented in line with the latest rules and regulations of Republic Act 9160, as amended (Anti-Money Laundering Act, as amended or AMLA) and to ensure that the Company does not deal with customers with unusual or irregular transactions or are related in any way to Unlawful Activities. Trustees, key management, and Servicing and frontline personnel attend regular orientations (via classroom or online sessions) and the Compliance Officer keeps records of these trainings.

Conflict of interest occurs when an employee is able to exploit his own professional or official capacity in some way for personal benefits. Thus, all actions and decisions of an employee in the conduct of his day-to-day affairs, most especially as they relate to the Company's business operations, must be made solely in the best interest of the Company.

The Company's Related Party Transactions (RPT) policy defines a Related Party (RP) and requires that all transactions of the Company with RPs be conducted fairly, at arm's length and in the best interest of theCompany and its Stakeholders. Specific clearance is required for RPTs depending on the amount involved. If the transaction amount is Material, then the RPT is endorsed to the RPT Board Committee and/or Board for review and approval. The Board ensures that all Material RPTs are properly evaluated and are following applicable laws, regulations and Company policies.

A summary of the latest Material RPTs are disclosed below.

In 2023, there is no RPT that can be classified as financial assistance to entities other than wholly-owned subsidiaries. There is also no case of non-compliance with laws, rules or regulations pertaining to Material RPTs.

Internal, Independent Governance Mechanisms

Atty. Renato S. Jesus is the Executive Vice President, Chief Legal and Governance Officer and Corporate Secretary of the Company. He is part of Management and is not a member of the Company's Board of Trustees.

As InLife's Corporate Secretary, Atty. Renato S. De Jesus plays a significant role in overseeing the effective and efficient administrative support for the Board and for each individual Trustee in the discharge of their responsibilities. He provides advice and services to the Trustees to ensure that they are informed on governance matters and compliant with Board procedures. He also assists the Chairperson of the Board in providing orientation and corporate documents to new Trustees and in recording and communicating to the Trustees relevant Board materials and other matters. The Chairperson of the Board ensures that each Trustee has a direct and open line with Atty. De Jesus. Atty. De Jesus provides the Board agenda and relevant papers to each Trustee five (5) business days before each meeting so that they have enough time to study the materials. The Company's Manual on Corporate Governance details his job descriptions and functions as Corporate Secretary.

Atty. De Jesus sits as a Director and Corporate Secretary of Insular Life Management and Development Corporation (ILMADECO) and as Corporate Secretary of Insular Foundation. He is also a Director of PPI Prime Venture, Inc. He is actively engaged with Philippine Life Insurance Association (PLIA) as its Ethics and Compliance Committee Chairperson. He earned his Bachelor of Arts in Economics and his Bachelor of Laws degrees from the University of the Philippines. He joined InLife in 1985 and became the Head of the Legal Division in 1996. He is a former National Secretary of the Integrated Bar of the Philippines (IBP). In 2022, he attended the Institute of Corporate Directors (ICD's) training on “AMLA Compliance in the Digital World” and the Insurance Commission's “Understanding TFS Guidelines”.

The Board of Trustees, through the Governance Committee, provides oversight of the Company's regulatory and compliance risks and its implementation. To assist the Governance Committee (GovCom), the compliance function is carried out by the Governance and Compliance Unit (GCU), as led by our Chief Compliance Officer, Atty. Analyn S. Benito. She has a direct and open line to the GovCom.

The Audit Committee (“Audit Com”) exercises oversight of the audit function. The Committee is headed by Luis Y. Benitez. Audit Comm has the primary responsibility for assisting and advising the Board to ensure the quality and integrity of InLife's accounting and financial reporting, auditing practices and internal control systems. It is also responsible for recommending the appointment and removal of External Auditors. Mr. Benitez is a Certified Public Accountant (CPA). Apart from his chairmanship in Audit Com, he has no other chair positions in the Board or its Committees. To know more about his qualifications and other credentials, please read the Board Profiles Section of Trustees in the latest Annual Report..

An effective internal control and forward-looking assurance are important tools in the Company's corporate governance framework. To ensure this, the Company has an Internal Audit (IA) Division that exercises independent review of the Company's operations. The Chief Auditor, Ms. Marjorie Ann “Marj” Lee. Marj is a well-established global audit professional. As InLife's Chief Auditor, she is responsible for directing the strategies and operations of the Audit Division. She also acts as the Committee Secretary of the Audit Committee of the Board of Trustees. Prior to joining InLife, she was Vice President for Audit at Citibank Philippines where she led complex audit engagements across Citi's global organization with focus on finance and shared services functions. She also held various positions of increasing responsibility at Deutsche Bank Manila and SyCip, Gorres, Velayo & Company. In 2023, Marj attended the following seminars: Institute of Corporate Directors’ “Adopting an Entrepreneurial Mindset: A Primer for Board Directors” and “ Transforming Companies with Digital Disruption Ready Board of Directors”.

The Company also engages in external audit assurance through Sycip, Gorres, Velayo & Company (SGV & Co). The annual audit engagement of SGV & Co., as recommended by the Audit Committee, is approved by the Members during the AMM.

Good governance goes hand in hand with effective risk management, with one strengthening the other. Risk Management provides assurance that the right actions are being undertaken by the right people in the right way and that risks to company goals, objectives and processes are properly identified, mitigated monitored and reported. The Company charts its approach to Enterprise Risk Management (ERM) and manages its risks based on ISO 31000.

Insular Life (the "Company") is committed to good corporate governance. The Company believes that good corporate governance is essential to its long-term success. By following the best practices of corporate governance, the Company is able to attract and retain Policyholders, build trust with its stakeholders, and maintain a sustainable long-term business model.

The Company's corporate governance practices are aligned with the Code of Corporate Governance (CG) of the Insurance Commission (IC) (the “Code”). The Code sets out the standards of corporate governance that all IC-regulated entities (ICREs) are expected to follow. InLife ensures compliance of Trustees and employees through an annual confirmation and compliance of the Revised Manual on Corporate Governance (MCG) and our Code of Business Conduct (COBC). The COBC was disseminated to the InLife community via email while copies of the Revised MCG were disseminated to the Board. Both documents are available in the company website. In addition, we also require regular disclosure of Conflict of Interest from Inlifers and Business Partners. Based on these declarations as well as disclosure of our corporate governance policies and practices, we affirm and maintain our full compliance with good corporate governance throughout our business.

Supplier and Contractor Accreditation and Selection Practices

INLIFE supports and promotes fair and transparent supplier selection practices. It is our Policy as a consumer of goods, merchandise and services necessary for our operations to regularly perform our own Suppliers' and Contractors' screening, accreditation and selection. This ensures we will only engage with reputable persons and entities who abide by the same standards of business conduct and ethics that we espouse.

A regular Supplier or Contractor accreditation process is conducted for individuals and entities that signify their intent to do business with us while accredited Suppliers or Contractors may be offered to renew their engagements subject to their submission of updated personal or corporate information and documents. Both activities are conducted annually or as often as may be required. Should a business transaction be Related Party Transaction (RPT) of material nature, prior approval of the Board is required to determine if said transaction with Related Party is handled in a sound and prudent manner and conducted on an arm's length basis in compliance with MCG and RPT Policy.

Safe and Sustainable Operations

INLIFE embraces sustainable and environmentally friendly servicing both for internal and external clients. We ensure that our human, material and technology resources are used efficiently and effectively at all times. Maintaining sustainable operations across all our offices nationwide through innovative systems and process automations not only increase our productivity but also keep INLIFE's carbon footprint lean. Specific efforts to ensure that our operations are consistent with globally-recognized sustainable development goals and Economic, Social, and Governance (ESG) principles are disclosed in our latest Annual Reports and Report on Sustainability (ESG Report).

INLIFE protects its soft assets which include proprietary information and technology resources by developing guidelines on the sustainable use of our technology resources. This guideline ensure prudent management and control of hardware, software, applications and shared facilities, and all data/information stored therein and mandate the proper acquisition, distribution, installation, use, maintenance, security and disposal of all Information Technology (IT) resources. Security measures, present in all IT resources, are kept up to date and subjected to regular review/audits to ensure reliability and integrity as well as its compliance to relevant laws and regulations. Regular backup and restoration of vital databases and systems are performed as part of the Company's Business Continuity Plan (BCP) that includes the designation of temporary offices/locations and identification of skeletal force in case of any business interruption event.

Creditors' Rights

It is the policy of INLIFE to protect our Creditors' rights. These rights include the right to be paid on time, right to be promptly provided with information on the financial condition of the Company, and right of the Creditor's sensitive information to be safeguarded.

We make sure that we comply with all regulatory requirements (including requirements on Capitalization, amended Risk-Based Capital framework or RBC 2, solvency, liquidity, etc.) to show that the Company is a going concern. Also, the true financial condition of the Company is timely and fully disclosed through quarterly reports to the Insurance Commission (IC) and submission of Audited Financial Statements (AFS) to the Securities and Exchange Commission (SEC).

Also, we take care of our financial health to ensure continuous validity of our Certificate of Authority so that we are able to deliver and fulfill all our contractual obligations. Activities related to this policy include uploading proofs of compliance to these regulatory requirements in our website, under Governance Reports.

Currently, INLIFE has no Creditor. However, it is our Policy that whenever we enter into a loan agreement where we are a Borrower that it shall be referred to the Board for approval. All our legal obligations and commitments under the loan agreement shall be monitored and complied with, subject to regulatory requirements.

As a Creditor, we conduct proper screening of prospective Borrowers, ensure accurate and complete loan documentation and recording of loan repayments, and observance of legal and regulatory reporting on the same. We conduct collection activities without abuses and deceptive practices while enforcing our rights.

Disclosure and Transparency

A key driver of our CG framework is a culture that promotes transparency and timely disclosure of material matters to our Stakeholders. We promote the disclosure of relevant and reliable information to the appropriate persons and authorities within InLife to guide them in their decision-making while other Stakeholders are also provided with a timely, fair and complete picture of the Company's financial condition, results and business operations.

To learn more about the Company, we invite you to visit other sections of our corporate website:

In addition to the details above, we recognize that the ACGS recommends disclosure of Shareholding structure. As previously mentioned, the company does not have any shareholder. In lieu of a disclosure of a “Shareholding Structure”, the Company discloses its “Group Corporate Structure” in its website.

INLIFE wouldn't be the Filipino powerhouse it is today without the people behind it. INLIFE employees, or "INLIFERs", are united in passion and commitment towards building a brighter future for our policyholders — ensuring that their investment continues to deliver enduring value for them and for their families. Thus, INLIFE's success stems from the collective effort of all INLIFERs. We therefore continually invest on the development of our human capital to sustain a high overall satisfaction level and holistic growth perspective among INLIFERs.

We use a blended approach in our internal training courses that includes workshops, coaching, and instructor-led training sessions, all designed and conducted among target INLIFERs across all units nationwide. They include:

• Customer Relations/Service series that address the need for general information and updates about the Company and its product lines. They are given to all employees and include General Employee Orientation Course, Fundamentals of Life Insurance Course and Product Orientations.
• Behavioral Program that addresses the "soft issues" (customer relations and work attitude) of INLIFERs. They are also given to all employees and include Customer Care seminars and personal development seminars.
• Basic Management/Supervisory Program that addresses the training needs of middle management and focuses on developing skills on planning, organizing, leading and controlling. These are employee level appropriate type of seminars that include Supervisory Management Courses, Action-Centered Leadership trainings, coaching and counseling workshop and change management courses.

INLIFERs are also sent to external training programs for technical knowledge improvements and updates. This includes scholarships to INLIFERs taking up courses under the Life Office Management Association (LOMA), an employee training and development association used by life insurance companies in over seventy (70) countries worldwide. The Fellow, Life Management Institute (FLMI) Program has been the standard of excellence in the insurance and financial services industry in the world since 1932. In addition, we also offer a scholarship program for INLIFERs who wish to pursue postgraduate degrees related to their job functions.

Another key focus of INLIFE's training program is the Executive Development Program (EDP) in which key Company executives are sponsored to attend management courses to facilitate further exposure and knowledge acquisition.

The Company's employee council was renamed as "The Good Squad" in 2019 to fortify open and regular communication. The Good Squad also aims to develop creative opportunities to build a positive work environment. In 2019, The Good Squad Ambassadors and Human Resources Division (HRD) collaborated in mounting several meaningful employee engagement events that brought INLIFERs together and offered bonding opportunities and respite from work. More information about the Good Squad and their annual activities are disclosed in our latest Annual Report.

The INLIFE promise of working for the greater good would not hold true if we do not provide a safe and secure place for our INLIFERs to work. We actively promote a culture where health and safety is an integral part of every business decision across the organization.

On top of statutory benefits provided to INLIFERs, we engage Physicians, Dentists and Medical Aides who perform regular medical examination to all INLIFERs. The facility is also open to INLIFERs' dependents in accordance with our policy.

On a regular basis, our Company Physician sends out Health Bulletins via email to the INLIFE community. These Bulletins contain latest Department of Health Advisories and circulars on relevant health issues, as well as health tips and other sickness prevention measures.

We support a healthy and active lifestyle for INLIFERs, thus, we organize sports events such as basketball, badminton and bowling. We join inter-company leagues and tournaments to showcase INLIFER's professionalism and sportsmanship.

Relevant information relating to employee health, safety and welfare are regularly discussed during The Good Squad meetings. Issues raised during these meetings are validated and communicated to Management for information and appropriate action. Management, through Human Resources Division, issues formal communications — i.e., policies, guidelines or circulars — addressing critical issues.

Our Building Management Office, through the supervision of the Real Property Division, also issues circulars on the regular preventive maintenance activities for our Main Offices in Alabang, Makati, and Cebu. This ensures that our workplaces and facilities are maintained in good condition for the safety of our employees, the people we work with, and those exposed to our activities.

The Company has Occupational Health and Safety (OSH) policy and Occupational and Health Safety Officer, Engr. Gerald B. Kim, ensures compliance of the organization with this policy. OSH information and activities are published in our latest Annual Report.

We recognize and reward INLIFERs for their outstanding achievements within and outside the organization. We believe that rewards and recognition are anchored on performance. Thus, INLIFERs who display exemplary job performance and have the necessary competence to fulfill the responsibilities of a higher position are the best candidates for promotion. We also value and recognize their loyalty and commitment to the Company through their long years of service.

Being the leading Filipino life insurer in the country, INLIFE aims to be recognized as one of the best places to work. Thus, we take pride in providing a comprehensive and industry-competitive compensation and benefits package to all our employees. Moreover, we promote fair treatment and offer equal opportunities in all aspects of employment. We also provide variable bonuses, which are determined by Management upon attainment of the yearly Corporate Performance Index.

We offer a host of benefits, such as a housing loan that an employee can avail after five years from employment date. Employees' long years of loyal service are also rewarded by the Company through the Service Awards that are given every five years of continuous service. Likewise, we provide retirement tokens to qualified retirees in addition to benefits due under the Company's Retirement Plan. In 2019, we implemented the Employees Leading INLIFE to Excellence (ELITE), a rewards and recognition program with the latest activities disclosed in the Annual Report.

We recognize the need for the continuity of business and succession of key positions in our operations in case of contingent events. As such, our HRD, in consultation with the Operations Group Heads, determines and maintains a list of High Potential Employees (HPEs), among the Senior Personnel. The list is considered as INLIFE's pool for succession planning. These employees are considered experts in their respective disciplines, thus, the developmental plans for these HPEs cover programs on leadership and general managerial competencies and total business perspective. HPEs are encouraged to take up masteral programs under INLIFE's scholarship program. They are also given the opportunities to participate in courses abroad, as needed. An informal "Coaching Session" for the HPEs is done by the HRD Head, to reinforce the Company's recognition of their valued contributions to the Company. In the event of a vacancy, the most "ready" HPE is evaluated using the job specifications of the vacant position. An appointed employee for the key post is continuously guided by the Operations Group Head/superior until the employee develops the competency requirements and confidence, usually for a one year period.

We make use of assessment tools and key result evaluation systems that gauge the performance of the Company in relation to our long-term strategic objectives. The Board is empowered to identify key performance indicators and establish performance standards for the monitoring of the attainment of corporate objectives. We use multiple perspectives in order to derive a balanced and holistic view of how we are doing in relation to our goals. These perspectives concentrate non-financial indicators such as learning and growth indicators, understanding our Customers, improving internal business processes while also considering established financial measures. INLIFE's recognition and rewards program rely on objective measures in order to provide fair and competitive incentives that motivate individual performance and support short term and long term corporate goals.

All newly hired INLIFERs and all newly elected Trustees are oriented on expected corporate behaviors based on INLIFE's Code of Business Conduct and Manual on Corporate Governance (MCG). INLIFE's annual appraisal of individual employee performance considers the INLIFER's contribution to the corporate objectives, disclosure of their conflict of interests, if any, and their faithful compliance with the Code.

The Board of Trustees, on the other hand, undergoes an annual assessment of their performance (in compliance with Section 3.10 of the MCG) as (1) an individual Trustee, (2) as a member of the Board Committee, and as (3) a member of the Board as a whole. The Non-Executive Trustees, taking into consideration the views of the Executive Trustees, also evaluate the performance of the Chairman of the Board. The criteria for assessments are based on general responsibility of the Board, the respective Charters of each Committees and the individual roles and responsibilities of each Trustee and the process followed is in accordance with the Manual on Corporate Governance. The Board has conducted their annual assessments from December 2021 to March 2022 in accordance with these criteria and process. The Non-Executive Trustees also assessed the performance of the Executive Chairman during the same period. The performance of the President and CEO and other Senior Management are reviewed and evaluated by the Personnel and Compensation Board Committee, in accordance with its Charter. Each of the Trustees also disclosed any material Related Party Transactions (RPT) with the Company. The Office of the Corporate Secretary facilitates and collates this annual assessment.

Aside from the objective assessments, the Trustees are given opportunities to provide ideas and suggestions on how to further enhance Board, Committee or their individual performances. The 2022 results of the Board performance assessment conducted from March to April 2022 were submitted on April 2022 to the Board. The Board Chair noted that the results showed 100% compliance and demonstrate the Board's effectiveness and competence as well as how each Trustee is fully committed to the achievement of the Company's mission and vision for the interest of the Stakeholders. The result is also documented in the Annual Report.

Whistleblowing Policy

We value our Stakeholders and their feedback in pursuit of improving our governance practices. Thus, we encourage free and open communication with our Stakeholders and the general public through our official websites, portals, and social media accounts. Among these platforms, our Company website (https://www.insularlife.com.ph) provides a comprehensive, cost-efficient, transparent, and timely manner of disseminating relevant information to the public.

In addition, should any of our Stakeholders have legitimate concerns or complaints for possible violations of their rights or violation of Company policies, they may report through any of the following whistleblowing platforms without fear of retaliation: 1) meeting with either Atty. Analyn S. Benito as the Chief Compliance Officer or with Ms. Marjorie Anne Q. Lee as Chief Auditor; 2) submit a written report by emailing Inlifergovernance@insular.com.ph or 3) calling +632 8 582- 1818 local 1868. If the Whistleblower opts for the latter (available 24/7), each call will be recorded for up to ten (10) minutes.

The Whistleblower has the option to report anonymously or to keep his/her identity anonymous. All reports received in good faith shall be kept confidential and will be protected from any form of retaliatory action, in accordance with the Company's Whistleblowing Policy.

Board Processes and Responsibilities of the Board

The Board sets the tone in fulfilling the Company's commitment to protect the interests of its Stakeholders as it carries out its fiduciary duties.

The Board steers the Company towards its goals. It monitors the implementation of corporate strategy and annually reviews its vision and mission statements. The Board delegates the day-to-day management of the Company to the President and Chief Executive Officer (CEO), the Chief Operating Officer (COO), and to other members of Senior Management. However, the Board retains oversight and monitoring functions. It also determines and approves the remuneration of Senior Management and Executive Trustees (“Key Management Personnel'), including that of the CEO. Compensation received by Key Management Personnel is disclosed in the “Notes to the Financial Statements” section of the latest Audited Financial Statements.

The Board is divided into three (3) classes with each class composed of three (3) Trustees. Each Trustee is elected individually to serve for a term of three (3) years or until the election and qualification of their successors, in accordance with the Company's By-Laws. Each Trustee undergoes a nomination process and is elected in accordance with the Company By-laws.

Members of the Company have a right to nominate candidates to the Board annually. Every December, the Company publishes a Notice to Members informing them that nominations are open until the fourth Wednesday of January for the election of Trustees to replace those whose terms are expiring during the Annual Members' Meeting of the ensuing year. The selection of members of the Board uses the following minimum criteria:

• Member of the Company;
• Filipino citizen;
• Resident of the Philippines;
• Possesses qualifications that are aligned with the strategic directions of the Company; and
• Has none of the prescribed disqualifications enumerated in the Company's By-Laws.

Apart from these qualifications, the selection of a Trustee is not restricted to age, race, gender or religious belief. In selecting a Trustee, the Company adheres to the provisions of its By-Laws and Manual of Corporate Governance that cover the following:

• Announcement of acceptance of nominations for the position of a Trustee as published in newspapers of general circulation;
• Submission by the Nominations Committee (NomCom) (composed of all Independent Trustees) of the Board of the names of the Nominees and their written acceptance of the nominations; and
• Election during the Annual Members' Meeting.

The NomCom undertakes the process of identifying the qualities that must be possessed by a candidate which must be aligned with the Company's strategic directions. In addition, they ensure that all the Trustees possess relevant competence and experience for the Board and Board Committee membership. The Company also makes use of professional search firms and other external sources when looking for qualified candidates for the Board.

During the Annual Members' Meetings (AMM), Nominee Trustees are individually voted and elected to fill the post of those whose terms are expiring. Immediately after their election, the Board of Trustees meet and elect among themselves, the Chairman of the Board (“the Chair”) and the Executive Board Committee Members as well as the members and chairpersons of each of the Board Committees. To know more about our Trustees, please read the Board of Trustees' section of the latest Annual Report.

The nine (9) current members, led by its executive Chair, Ms. Nina D. Aguas, were all elected for their competence and unquestionable integrity. All Trustees are experts in their respective fields and possess all the qualifications set in the Company's By-Laws and MCG. Of the 9 members, 3 are women.

To ensure efficient and effective decision making, all Trustees are required to devote time and attention necessary in the performance of their roles, including sufficient time to be familiar with the Company's business, in accordance with the MCG. They also must attend at least 80% of the annual meetings. These schedules are provided by the Office of the Corporate Secretary by December of the prior year. All Board-level Committee meetings also meet at least two (2) times a year. Non-Executive Trustees meet at least once a year.

The Chair ensures that all new and incumbent Trustees are properly oriented and educated about the company's structure, business, legal and regulatory environment, and corporate governance practices. This is done in accordance with the company's Manual on Corporate Governance (MCG). The orientation is conducted by the Board chair and the corporate secretary.

The company also encourages its Trustees to attend ongoing or continuous professional education programs to enrich their expertise and experience. The Company is committed to continuously improving its corporate governance framework beyond the legal and regulatory requirements to protect the interest of all stakeholders.

The company provides an annual Corporate Governance (CG) seminar for the Board and senior management to provide industry and global updates on Board governance, risk management, and sustainability. The office of the Corporate Secretary ensures that all Trustees attend an annual CG orientation/seminar, either by InLife or external providers. In 2022, all Trustees attended at least one four-hour training on CG and Sustainability, and at least one session on updates on Anti-Money Laundering (AML) rules.

Here are some additional details about the Board orientation and continuing education program:

• The orientation program for new Trustees covers the following topics:

  • The company's history, mission, vision, and strategy
  • The company's structure and organization
  • The company's legal and regulatory environment
  • The company's corporate governance policies practices
  • The Trustees' duties and responsibilities
  • Schedule of Board and Board Committee meetings

• The continuing education program for Trustees usually covers the following but is not limited to:

  • Material updates in the company's business
  • Changes in the company's legal and regulatory environment
  • Risk management strategies
  • Environment, Sustainability and Governance (ESG)

• The Company's corporate governance seminar typically covers the following topics:

  • Trends and best practices in corporate governance and ESG
  • New and emerging technologies
  • Latest trends on modern business and the industry

The Board orientation and continuing education program is an important part of the company's commitment to good corporate governance. The program helps to ensure that all Trustees are updated in their knowledge and skills to effectively fulfill their duties and responsibilities.

The Board is committed to apply high ethical standards when performing its duties and takes account the interests of all stakeholders in its decisions. To ensure it is meeting these standards, the Board conducts a rigorous annual assessment of its performance. This assessment covers the following areas:

• The performance of the Board as a whole
• The performance of the individual Board committees
• The performance of individual Trustees
• The performance of the Chairperson

The annual Board performance assessment is an important part of the Board's commitment to good governance. The assessment helps the Board to identify areas where it can improve its performance and to ensure that it is meeting the highest ethical standards.

The assessment is based on both quantitative and qualitative criteria. The quantitative criteria measure the effectiveness of the Board's governance practices, such as its meeting attendance, its decision-making process, and its oversight of management. The qualitative criteria measure the Board's contributions to the company's success, such as its strategic thinking, its risk management, and its culture of accountability.

Each trustee is asked to complete an assessment form that covers all the relevant criteria. The completed forms are then reviewed by the Governance Committee, which prepares a summary report for the Board's Chairperson (“Chair”). The Chair then discusses the report and makes any necessary recommendations for improvement. In 2022, the Chair reported that general satisfaction and compliance with the assessment criteria based on the performance assessment done from March to April 2022. This is documented in the latest Annual Report.

In addition to the annual assessment, the Board also conducts a third-party assessment of its performance every three years. This assessment is conducted by an independent consultant who is not affiliated with the company. The third-party assessment provides the Board with an objective view of its performance and helps it to identify any areas where it can further improve. To assess the performance of the Board in 2022, the Company partnered with Institute of Corporate Directors (ICD) as its third party consultant beginning February 2023.

The Board is committed to continuous improvement and to meeting the highest standards of corporate governance. The annual Board performance assessment and the third-party assessment are important tools that help the Board to achieve its goals.

Except as may otherwise be required by law or regulation, the Board of Trustees' Retirement Policy indicates a Trustee's retirement upon reaching the age of eighty (80).