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THE BOARD’S GOVERNANCE RESPONSIBILITIES
Principle 1. The company should be headed by a competent, working Board to foster the long-term success of the corporation, and to sustain its competitiveness and growth in a manner consistent with its corporate objectives and the long-term best interests of its shareholders/members and other stakeholders.
| Additional Information | Compliant/Non-Compliant | Explanation | |
|---|---|---|---|
| Recommendation 1.1 | |||
| 1 | The Board is composed of directors with collective working knowledge, experience or expertise that is relevant to the company’s industry/sector. | Compliant |
Provide information or link/reference to a document containing information on the following:
The Board is represented by Directors with an appropriate mix of competence and expertise in the
area of finance, business, risk management, operations and corporate governance that are
relevant to the Company's industry.
|
| 2 | The Board has an appropriate mix of competence and expertise. | Compliant |
Kindly see the profiles of the Directors on the company’s website. Ref: https://cocolifeasset.com/
The Board annually plans relevant trainings for the members of the Board to ensure that the
Directors remain qualified for their positions.
Kindly see the Manual on Corporate Governance, Section II.C. Onboarding Orientation and
Continuing Training for Directors.
|
| 3 | Directors remain qualified for their positions individually and collectively to enable them to fulfill their roles and responsibilities and respond to the needs of the organization. | Compliant |
Kindly see the attendance to continuing education of Directors in the Corporate Governance and the
Training Certificates of Directors.
Source Documents and Links:
Manual on Corporate Governance, Section II.C. Onboarding Orientation and Continuing Training for Directors, page 7.
Training Certificates of Directors and Officers
|
| Recommendation 1.2 | |||
| 1 | The Board is headed by a competent and qualified Chairperson. | Compliant |
Provide information or reference to a document containing information of the Chairperson,
including his/her name, qualifications, and expertise.
The Chairman of the Board, Mr. Eduardo S.L. Oban, Jr., serves to represent the interests of all
shareholders and stakeholders. He provides leadership to assist the other Directors in carrying
out their responsibilities and to enhance the effectiveness and cohesion of the Board as a
whole.
Kindly see the information on the Chairman of the Board, including his name, qualifications,
duties, and functions in the Manual on Corporate Governance, Section II. A.8. The Chairman of
the Board.
Source Documents and Links:
Manual on Corporate Governance, Section II.A.8. The Chairman of the Board, pages 6-7 |
| Recommendation 1.3 | |||
| 1 | The company provides a policy on training of directors. | Compliant |
Provide a link or reference to the company’s Board Charter and Manual on Corporate Governance
relating to its policy on the training of directors.
The Manual on Corporate Governance, Section II.C. Onboarding Orientation and Continuing Training
for Directors provides that all new-elected Directors attend a corporate governance orientation
program of at least eight (8) hours provided by an SEC-accredited training provider, as soon as
practicable thereafter. If a newly-elected Director have already attended such training, the
same shall serve as compliance with this requirement. Newlyelected Directors are oriented on the
Company's Articles of Incorporation, By-Laws, Manual on Corporate Governance and Code of Conduct
among others.
On annual basis, Directors are required to undergo training of at least four (4) hours covering
topics relevant to their duties and responsibilities in Board committees and the Bord.
Source Documents and Links:
Manual on Corporate Governance, Section II.C. Onboarding Orientation and Continuing Training for Directors, page 7. |
| 2 | The company has an orientation program for firsttime directors. | Compliant | |
| 3 | The company has relevant annual continuing training for all directors. | Compliant |
Provide information or link/reference to a document containing information of the orientation
program and trainings of directors for the covered year, including the number of hours attended
and topics covered.
The Company has an orientation program for every new director to endure their understanding of
the business and operations of the Company and continuing training for directors.
Kindly see the Training Certificates of Directors and Officers.
Source Documents and Links:
Manual on Corporate Governance, Section II.C. Onboarding Orientation and Continuing Training for Directors, page 7. Training Certificates of Directors and Officers |
| Recommendation 1.4 | |||
| 1 | The Board has a policy on board diversity. | Compliant |
Provide information or link/reference to a document containing the company’s board diversity
policy.
The Company is committed to the principles of good governance biodiversity. Kindly see the
Manual on Corporate Governance, Section II.B. Board Diversity.
Source Documents and Links:
Manual on Corporate Governance, Section II.B. Board Diversity, page 7. |
| Recommendation 1.5 | |||
| 1 | The Board is assisted by a Corporate Secretary. | Compliant |
Provide information or link/reference to a document containing information of the Corporate
Secretary, including his/her name, qualifications, duties, and functions.
The Company's Corporate Secretary, Atty. Rex D. Lampa, is responsible for assisting the Board in
making business judgments in good faith and the performance of their responsibilities and
obligations. The Compliance Officer, Atty. Ryan Anthony S. Malit. The duties and
responsibilities of the Corporate Secretary are different from the Compliance Officer.
The Corporate Secretary is not a member of the Board of Directors.
Source Documents and Links:
Manual on Corporate Governance, Section II.H. Corporate Secretary, pages 18-19 and Section II.G. Compliance Officer, pages 17-18. General Information Sheet |
| 2 | The Corporate Secretary is a separate individual from the Compliance Officer. | Compliant | |
| 3 | The Corporate Secretary is not a member of the Board of Directors. | Compliant | |
| 4 | The Corporate Secretary attends annual training/s on corporate governance. | Compliant |
Provide information or link/reference to a document containing information on the corporate
governance training/s attended, including the date of training, number of hours, and topics
covered.
The Company's Corporate Secretary attended a continuing education seminar on corporate
governance. Kindly see the training certificate for the twelve (12) hours of Advanced Corporate
Governance training attended by the Corporate Secretary on December 16, 17,18 & 19, 2025.
Source Documents and Links:
Training Certificate of the Corporate Secretary |
| Recommendation 1.6 | |||
| 1 | The Board is assisted by a Compliance Officer. | Compliant |
Provide information or link/reference to a document containing information of the Compliance
Officer, including his/her name, position, qualifications, duties, and functions.
The Board is assisted by the Company Compliance Officer, Atty. Ryan Anthony S. Malit is the
Compliance Officer of Cocolife Asset Management Inc. and the Assistant Vice President of
Cocolife’s Legal Division. Currently, he is a Senior Lecturer at the University of the
Philippines College of Law. Atty. Malit is also the Assistant Vice President – Special Interest
Groups (Mediation) of the Philippine Institute of Arbitrators and the Assistant Deputy Secretary
General of the Philippine International Center for Conflict Resolution. Atty. Malit was a former
Junior Associate at Poblador Bautista and Reyes Law Office. He graduated Cum Laude from the
University of the Philippines with a degree in Bachelor of Science in Economics. In 2017, he
obtained his Juris Doctor degree, also from the University of the Philippines College of Law.
The Compliance Officer is not a member of the Board of Directors.
Kindly see the information on the Compliance Officer, including his name, qualifications,
duties, and functions in the Manual on Corporate Governance, Section II.G, pages 17-18.
Compliance Officer.
Source Documents and Links:
Manual on Corporate Governance, Section II.G. Compliance Officer, pages 17-18. General Information Sheet |
| 2 | The Compliance Officer has a rank of Senior Vice President or an equivalent position with adequate stature and authority in the corporation. | Compliant | |
| 3 | The Compliance Officer is not a member of the board. | Compliant | |
| 4 | The Compliance Officer attends annual training/s on corporate governance. | Compliant | |
|
Provide information or link/reference to a document containing information on the corporate
governance training/s attended, including the date of the training, number of hours, and topics
covered.
The Company's Compliance Officer attends continuing education seminars on corporate governance.
Kindly see the training certificate for the twelve (12) hours of Advanced Corporate Governance
training attended by the Compliance Officer on December 16, 17,18 & 19, 2025.
Source Documents and Links:
Training Certificate of the Compliance Officer |
|||
Principle 2. The fiduciary roles, responsibilities, and accountabilities of the Board, as provided under the law, the company’s articles of incorporation and bylaws, and other legal pronouncements and guidelines should be clearly made known to all directors as well as to shareholders/members and other stakeholders.
| Additional Information | Compliant/Non-Compliant | Explanation | |
|---|---|---|---|
| Recommendation 2.1 | |||
| 1 | The Directors act on a fully informed basis, in good faith, with due diligence and care, and in the best interest of the company, shareholders and stakeholders. | Compliant |
Provide information or reference to a document containing information on how the directors
performed their duties (this can include board resolutions and minutes of meetings).
The Director's act in good faith and in the best interest of the Company.
Kindly see the Minutes of the Meeting on 28 February 2024.
Source Documents and Links:
Minutes of the Meeting on February 28, 2024 approving the 2024 Company Outlook and Goals pages 11 to 24 |
| Recommendation 2.2 | |||
| 1 | The Board oversees the development and approval of the company's business objectives and strategy. | Compliant | Provide information or link/reference to a document containing information on how the directors performed this function (this can include board resolutions and minutes of meetings). |
| 2 | The Board oversees and monitors the implementation of the company's business objectives and strategy. | Compliant |
Indicate the frequency of development of business objectives and strategy.
The Board of Directors is primarily responsible for identifying and setting the Company's
strategic directions as well as its Mission and Vision. The Board monitors the implementation of
the Company's strategy and reviews the vision and mission periodically. Every year during their
fourth quarter meeting, the Board of Directors reviews the Company's Mission and Vision
Statements to determine if the same is still aligned with the company's objectives and corporate
strategy.
Kindly see the Manual on Corporate Governance, Section II.A.5. Specific Duties and Functions of
the Board and the company's website.
Source Documents and Links:
Manual on Corporate Governance, Section II.A.5. Specific Duties and Functions of the Board, pages 3-4.
Website:
https://cocolifeasset.com/ |
| Recommendation 2.3 | |||
| 1 | The Board ensures and adopts an effective succession planning program for directors, key officers and management. | Compliant |
Disclose and provide information or link/reference to a document containing the company's
succession planning policies and programs and its implementation.
The Board and its Corporate Governance Committee are responsible for the succession plan for the
Board members and Board nominated officers, including adopting a retirement policy.
Source Documents and Links:
Minutes of the Meeting on January 26, 2024 approving the company’s Retirement Plan |
| 2 | The Board adopts a policy for the retirement of directors and key officers. | Compliant | |
| Recommendation 2.4 | |||
| 1 | The Board aligns the remuneration of key officers and board members with the long-term interests of the company. | Compliant |
Provide information or link/reference to a document containing the company's remuneration policy
and its implementation, including the relationship between remuneration and performance.
The Board determines the relationship between remuneration and performance of key officers and
Board members which should be aligned with the long-term interests of the Company.
Kindly see the key factors that are considered in the Manual on Corporate Governance, Section
II.A.4. Remuneration. The Corporate Governance Committee recommends remuneration packages for
corporate and individual performance.
Kindly see the Manual on Corporate Governance, Section II.E.3. Corporate Governance Committee.
Source of Documents:
Manual on Corporate Governance, Section II.A.4. Remuneration, page 3. Manual on Corporate Governance, Section II.E.3, Corporate Governance Committee, pages 13-17. |
| 2 | The Board adopts a policy specifying the relationship between remuneration and performance. | Compliant | |
| 3 | The Directors do not participate in discussions or deliberations involving his/her own remuneration. | Compliant | |
| Recommendation 2.5 | |||
| 1 | The Board has a formal and transparent board nomination and election policy. | Compliant |
Provide information or reference to a document containing information on the company's
nomination and election policy and process and its implementation, including the criteria used
in selecting new directors, how the candidates are shortlisted and how it encourages nominations
from shareholders.
Provide proof if minority shareholders have a right to nominate candidates to the board.
Provide information if there was an assessment of the effectiveness of the Board's processes in
the nomination, election or replacement of a director.
The Corporate Governance Committee sets forth the selection of Directors.
Shareholders have the right to elect, remove and replace Directors and vote on certain corporate
acts in accordance with the Revised Corporation Code and Company's By-Laws.
Kindly see the Manual on Corporate Governance, Section II.E.3. Corporate Governance Committee
and Section VII. Shareholders' Benefit.
Kindly also see the Company By-Laws.
Source Documents and Links:
By-laws; nominations, election and removal of Directors, Articles II and III Manual on Corporate Governance, Section II.E.3. Corporate Governance Committee and Section VII. Shareholders' Benefit. |
| 2 | The Board nomination and election policy is disclosed in the company's Manual on Corporate Governance. | Compliant | |
| 3 | The Board nomination and election policy includes how the company accepted nominations from shareholders/members. | Compliant | |
| 4 | The Board nomination and election policy includes how the board reviews the qualifications of nominated candidates. | Compliant | |
| 5 | The Board nomination and election policy includes an assessment of the effectiveness of the Board's processes in the nomination, election or replacement of a director. | Compliant | |
| 6 | The Board has a process for identifying the quality of directors/trustees that is aligned with the strategic direction of the company. | Compliant | |
| Recommendation 2.6 | |||
| 1 | The Board has overall responsibility in ensuring that there is a policy and system governing related party transactions (RPTs) and other unusual or infrequently occurring transactions. | Compliant |
Provide information or reference to a document containing the company's policy on related party
transactions, including policy on review and approval of significant RPTs.
Identify transactions that were approved pursuant to the policy.
The Board has the overall responsibility of ensuring that transactions with related parties and
other unusual or infrequently occurring transactions, pass the materiality threshold and are
handled in a sound and prudent manner, with integrity, and in compliance with applicable laws
and regulations to protect the interest of shareholders, members, and other stakeholders.
Kindly see Manual on Corporate Governance, Section II.E.1.19. Audit Committee and Acting as
Related Party Transactions Committee.
Source Documents and Links:
Manual on Corporate Governance, Section II.E.1.19. Audit Committee and Acting as Related Party Transactions Committee, pages 8-12.
Kindly see the Related Party Transactions Operating Guidelines.
https://www.cocolife.com/wp-content/uploads/2024/02/Cocolife-Related-Party-Transactions-Policy.pdf |
| 2 | The RPT policy includes appropriate review and approval of material RPTs, which guarantee fairness and transparency of the transactions. | Compliant | |
| Recommendation 2.7 | |||
| 1 | The Board is primarily responsible for approving the selection of Management, led by the Chief Executive Officer (CEO) or his/her equivalent, and the heads of the other control functions (Chief Risk Officer, Chief Compliance Officer and Chief Audit Executive, as may be applicable). | Compliant |
Provide information or reference to a document containing the Board's policy on approving the
selection of management.
Identify the Management team appointed.
The Board is primarily responsible for approving the selection of officers such as the
President, Treasurer, Compliance Officer, and Corporate Secretary.
Kindly see the Manual on Corporate Governance, Section II.A.5. Specific Duties and Functions of
the Board.
Kindly see the Board appointed officers of the company on the company's website:
https://cocolifeasset.com/
Source Document and link:
Manual on Corporate Governance, Section II.A.5. Specific Duties and Functions of the Board, pages 3-5. |
| 2 | The Board is primarily responsible for assessing the performance of Management, led by the CEO or his/her equivalent and the heads of the other control functions (Chief Risk Officer, Chief Compliance Officer and Chief Audit Executive, as may be applicable). | Compliant |
Provide information or reference to a document containing the Board's policy on assessing the
performance of management.
Provide information on the assessment process and indicate the frequency of assessment of
performance.
The Board is primarily responsible for assessing the performance of the President and other
members of Senior Management.
Kindly see the Manual on Corporate Governance, Section II.A.5. Specific Duties and Functions of
the Board.
Source of Document and Link:
Manual on Corporate Governance, Section II.A.5. Specific Duties and Functions of the Board, pages 3-5. |
| Recommendation 2.8 | |||
| 1 | The Board establishes an effective performance evaluation framework that includes a standard or criteria for assessment and ensures that Management's performance is on par with the standards set by the Board and Senior Management. | Compliant |
Provide information or link/reference to a document containing the Board's performance
evaluation framework for management and personnel.
The Board establishes an effective performance management framework. Kindly see Manual on
Corporate Governance, Section II.A.5. Specific Duties and Functions of the Board.
Source of Document and Link:
Manual on Corporate Governance, Section II.A.5. Specific Duties and Functions of the Board, pages 3-5. |
| 2 | The Board establishes an effective performance evaluation framework that includes a standard or criteria for assessment and ensures that personnel's performance is on par with the standards set by the Board and Senior Management. | Compliant | |
| Recommendation 2.9 | |||
| 1 | The Board ensures that an appropriate internal control system is in place. | Compliant |
Provide information or link/reference to a document showing the Board's responsibility in
internal control system.
The Board oversees an appropriate internal control system for monitoring and managing potential
conflicts of interest of the management, members, and shareholders.
Kindly see Manual on Corporate Governance, Section II.A.5. Specific Duties and Functions of the
Board.
Kindly see the Related Party Transactions Operating Guidelines.
https://www.cocolife.com/wp-content/uploads/2024/02/Cocolife-Related-Party-Transactions-Policy.pdf
Kindly see the Code of Conduct, Section Avoiding Conflicts of Interest.
https://www.cocolife.com/wp-content/uploads/2024/02/Cocolife-Code-of-Employee-Conduct-and-Discipline.pdf
Source of Documents and Link:
Manual on Corporate Governance, Section II.A.5. Specific Duties and Functions of the Board, pages 3-5. |
| 2 | The internal control system includes a mechanism for monitoring and managing potential/actual conflicts of interest of the board members/trustees, management and shareholders/members. | Compliant | |
| 3 | The Board adopts an Internal Audit Charter. | Compliant |
Provide reference or link to the company's Internal Audit Charter.
The Board, through the Audit and Compliance Committee, evaluates and approves the annual
internal audit plan.
Kindly see the Manual on Corporate Governance, Section II.E.1. Audit Committee and Section II.J.
Internal Auditor.
Kindly see the Minutes of the Meeting on February 28, 2024, Internal Audit Report.
Source Documents and Links: Minutes of the Meeting on February 28, 2024, Internal Audit Report Manual on Corporate Governance, Section II.E.1 Audit Committee, pages 8-12 and Section II.J. Internal Auditor. |
| Recommendation 2.10 | |||
| 1 | The Board ensures that the company has in place a sound enterprise risk management (ERM) framework to effectively identify, monitor, assess and manage key business risks. | Compliant |
Provide information or link/reference to a document showing the Board's oversight responsibility
on the establishment of a sound enterprise risk management framework and how the board was
guided by the framework.
Provide proof of effectiveness of risk management strategies, if any.
The Board oversees a sound risk management framework to monitor and manage strategic,
regulatory, operational, and financial risks.
Kindly see the Risk Management Framework Operating Guidelines Enterprise.
Source of Documents and Link:
Manual on Corporate Governance, Section II.A.5. Specific Duties and Functions of the Board, pages 3-5. Manual on Corporate Governance, Section II.E.2. Risk Oversight Committee, pages 12-13. |
| 2 | The risk management framework guides the Board in identifying units/business lines and enterprise-level risk exposures, as well as the effectiveness of risk management strategies. | Compliant | |
| Recommendation 2.11 | |||
| 1 | The Board has a Board Charter that formalizes and clearly states its roles, responsibilities and accountabilities in carrying out its fiduciary duties. | Compliant |
Provide link to the company's website where the Board Charter is disclosed and/or other proof
that it is publicly available.
The Board approved the Manual on Corporate Governance, which set forth its purposes, authority,
duties, and procedures in accordance with SEC Memorandum Circular No. 24 series of 2019, "Code
of Corporate Governance for Public Companies and Registered Issuers."
Source Document and Link:
Manual on Corporate Governance |
| 2 | The Board Charter serves as a guide to the directors/trustees in the performance of their functions. | Compliant | |
| 3 | The Board Charter is publicly available. | Compliant | |
Principle 3. The board committees should be set up to the extent possible to support the effective performance of the Board’s functions, particularly with respect to audit, risk management, compliance and other key corporate governance concerns, such as nomination and remuneration. The composition, functions and
| Additional Information | Compliant/Non-Compliant | Explanation | |
|---|---|---|---|
| Recommendation 3.1 | |||
| 1 | The Board establishes board committees that focus on specific board functions to aid in the optimal performance of its roles and responsibilities. | Compliant |
Provide information or link/reference to a document containing information of all board
committees established by the company.
The Board established the following Board Committees to aid in complying with the principles of
good governance:
Source of Documents and Link:
Manual on Corporate Governance, Section II.E. Board Committee, pages 8-17 |
| Recommendation 3.2 | |||
| 1 | The Board establishes an Audit Committee to enhance its oversight capability over the company's financial reporting, internal control system, internal and external audit processes, and compliance with applicable laws and regulations. | Compliant |
Provide information or link/reference to a document containing information of the Audit
Committee, including its functions.
Indicate if it is the Audit Committee's responsibility to recommend the appointment and
removal of the company's external auditor.
The Company has an Audit Committee which assists the Board in fulfilling its oversight
responsibilities for the financial reporting process, the system of internal control, the internal
and external audit process, and compliance with laws and regulations.
Kindly see the Manual on Corporate Governance, Section II.E.1. Audit Committee.
Source of Documents: Manual on Corporate Governance, Section II.E.1. Audit Committee, pages 8-12 |
| 2 | The Audit Committee is composed of at least three (3) qualified non-executive directors, the majority of whom, including the Chairperson, are independent directors. | Compliant |
Provide information or link/reference to a document containing information of the members
of the Audit Committee, including their qualifications and type of directorship
The Audit Committee shall be composed of at least three (3) members of the Board, all of
whom shall be Independent Directors. The Chairperson of the Committee shall not be the
Chairperson of the Board or of any other committees.
Kindly see the Manual on Corporate Governance Section II.E.1. Audit Committee.
Source of Documents: Manual on Corporate Governance, Section II.E.1. Audit Committee, pages 8-12 |
| 3 | All the members of the committee have relevant background, knowledge, skills, and/or experience in the areas of accounting, auditing and finance. | Compliant |
Provide information or link/reference to a document containing information of the members
of the Audit Committee, including their qualifications and type of directorship
The Audit Committee as a whole possesses the experience and expertise required to fulfill
the Committee's mandate. Each member of the Committee is financially literate, has
experience in accounting or finance, or at least an adequate understanding of, or
competence in, most of the Corporation's financial and risk management systems and
regulatory environment.
Source of Documents: Manual on Corporate Governance, Section II.E.1. Audit Committee, pages 8-12
Members of the Audit Committee have the background, knowledge, skills, and/or
experience in the areas of accounting, auditing and finance.
https://www.cocolife.com/wp-content/uploads/2026/06/Cocolife-Annual-Report-2025.pdf |
| 4 | The Chairperson of the Audit Committee is not the Chairperson of the Board or of any other committee. | Compliant |
Provide information or link/reference to a document containing information of the
Chairperson of the Audit Committee.
The Chairman of the Audit Committee, Ms. Carolina G. Diangco, is not the Chairman of the
Board or any other committee.
Kindly see the profile of the Chairman of the Audit Committee on the company's website
Source of Documents: Profile of the Chairman of the Audit Committee, Leadership and Team https://cocolifeasset.com/leadership-and-team/# |
| Recommendation 3.3 | |||
| 1 | The Board establishes a Corporate Governance Committee tasked to assist the Board in the performance of its corporate governance responsibilities, including the functions that were formerly assigned to a Nomination and Remuneration Committee. | Compliant |
Provide information or reference to a document containing information of the Corporate
Governance Committee, including its functions.
Indicate if the Committee undertook the process of identifying the quality of directors
aligned with the company's strategic direction, if applicable.
The Company has a Corporate Governance Committee which assists the Board in fulfilling
its corporate governance responsibilities.
Kindly see the Manual on Corporate Governance, Section II.E.3. Corporate Governance
Committee.
Source of Document and Link: Manual on Corporate Governance, Section II.E.3. Corporate Governance Committee, pages 13-17. |
| 2 | The Corporate Governance Committee is composed of at least three (3) members, majority of whom, including the Chairperson, should be independent directors. | Compliant |
Provide information or link/reference to a document containing information of the members
of the Corporate Governance Committee, including their qualifications and type of
directorship.
The Corporate Governance Committee (CG Committee) has at least three (3) members of
the Board, a majority of whom should be independent Directors, including the Chairman.
Kindly see the Manual on Corporate Governance, Section II.E.3. Corporate Governance
Committee.
Source of Document and Link: Manual on Corporate Governance, Section II.E.3. Corporate Governance Committee, pages 13-17. |
| Recommendation 3.4 | |||
| 1 | The Board establishes a separate Board Risk Oversight Committee (BROC) that should be responsible for the oversight of a company's Enterprise Risk Management system to ensure its functionality and effectiveness. | Compliant |
Provide information or link/reference to a document containing information of the Board Risk
Oversight Committee (BROC), including its functions.
The Company has an Audit Committee, which acts as a Board Risk Oversight Committee
that assists the Board in fulfilling its oversight responsibilities for the financial reporting
process, the system of internal and external audit processes, and compliance with laws and
regulations.
Kindly see Manual on Corporate Governance, Section II.E.1.2. Audit Committee and Risk
Oversight Committee.
Source of Document and Link: Manual on Corporate Governance, Section II.E.1.2. Audit Committee and Risk Oversight Committee, pages 8-13 |
| 2 | The BROC is composed of at least three (3) members, the majority of whom should be independent directors, including the Chairperson. | Compliant |
Provide information or link/reference to a document containing information on the members
of the BROC, including their qualifications and type of directorship.
The Audit Committee, acting as the Risk Oversight Committee composed of at least three
(3) members of the Board. The Chairperson of the Committee shall not be the Chairperson
of the Board or of any other committees.
Kindly see Manual on Corporate Governance, Section II.E.1.2. Audit Committee and Risk
Oversight Committee.
Source of Document and Link: Manual on Corporate Governance, Section II.E.1.2. Audit Committee and Risk Oversight Committee, pages 8-13 |
| 3 | At least one member of the BROC has relevant thorough knowledge and experience on risk and risk management. | Compliant |
Provide information or link/reference to a document containing information on the
background, skills, and/or experience of the members of the BROC.
The Audit Committee and Board Risk Oversight Committee, as a whole possess the
experience and expertise required to fulfill the Committee's mandate. Each member of the
Committee is financially literate, has experience in accounting or finance, or at least an
adequate understanding of, or competence in, most of the Corporation's financial and risk
management systems and regulatory environment.
Kindly see the Board of Director's Skills Matrix.
Source of Documents and Link: Board of Directors' Training Certificates |
| Recommendation 3.5 | |||
| 1 | All established committees have a Committee Charter stating in plain terms their respective purposes, memberships, structures, operations, reporting process, resources and other relevant information. | Compliant |
Provide information or link/reference to the company's committee charters, containing all the
required information, particularly the functions of the Committee that is necessary for
performance evaluation purposes.
The Board Committees have their respective purposes, memberships, structures and operations, and
duties and responsibilities.
Kindly see Manual on Corporate Governance, Section II.E. Board Committees.
The Board, through the Corporate Governance Committee, oversees the periodic performance
evaluation of the Board and its committees and conducts an annual self-evaluation of its
performance.
Kindly see the Manual on Corporate Governance, Section II.E.3. Corporate Governance Committee.
Release the Board Effectiveness Questionnaire at least annually. The Questionnaire shall include
an assessment of the effectiveness of the Board's Processes and procedures in the nomination,
election, or replacement/removal of a director, as well assessment of the performance of the
Chairperson, individual members, and committees.
Kindly see the Manual on Corporate Governance, Section II.G.9. Compliance Officer Duties.
Source Documents and Link:
Manual on Corporate Governance, Section II.E.3. Corporate Governance Committee, pages 13-17 Manual on Corporate Governance, Section II.G. Compliance Officer duties, pages 17-18. Manual on Corporate Governance, Section II.A.4. Remuneration, page 3. |
| 2 | The Committee Charters provide standards for evaluating the performance of a committee and its members. | Compliant | |
Principle 4. To show full commitment to the company, the directors should devote the time and attention necessary to properly and effectively perform their duties and responsibilities, including sufficient time to be familiar with the corporation’s business
| Additional Information | Compliant/Non-Compliant | Explanation | |
|---|---|---|---|
| Recommendation 4.1 | |||
| 1 | The Directors attend and actively participate in all meetings of the Board, Committees and shareholders/members in person or through tele-/videoconferencing conducted in accordance with the rules and regulations of the Commission. | Compliant |
Provide information or link/reference to a document containing the process and procedure
for tele/videoconferencing board and/or committee meetings.
Provide information or link/reference to a document containing the attendance and
participation of directors to Board, Committee and shareholders' meetings.
|
| 2 | The Directors review meeting materials for all Board and Committee meetings. | Compliant |
Directors attend Board and Committee meetings and actively participate in deliberations
and decisions in an objective manner, whether in person or through tele-/videoconferencing,
unless prevented by illness, death in the immediate family, serious accidents, or other analogous causes.
Kindly see the Manual on Corporate Governance, Section II.A.6. Duties and Responsibilities of a Director.
Kindly see the 2021 Certificate of Board of Directors Attendance.
Directors inform himself or herself of significant matters dealt with at meetings not attended.
They review Board and Committee meeting materials.
Kindly see the Manual on Corporate Governance, Section II.A.6. Duties and Responsibilities of a Director.
Source Documents and Links: Board of Directors' Attendance report submitted to SEC Minutes of Meeting for 2024 |
| 3 | The Directors ask the necessary questions or seek clarifications and explanations during the Board and Committee meetings. | Compliant |
Provide information or link/reference to a document containing information on any questions
raised or clarification/explanation sought by the directors
Directors, if necessary, are expected to ask the necessary questions or to seek clarifications
and explanations during the Board and Committee meetings.
Kindly see the Manual on Corporate Governance, Section II.A.6. Duties and Responsibilities of a Director.
Source Document and Link: Manual on Corporate Governance, Section II.A.6. Duties and Responsibilities of a Director, pages 5-6. |
| Recommendation 4.2 | |||
| 1 | Non-executive directors concurrently serve in not more than ten (10) public companies and/or registered issuers. If concurrently sitting in at least three (3) publicly listed companies, the maximum concurrent directorships shall be five (5) public companies and/or registered issuers. | Compliant |
Disclose if the company has a policy setting the limit of board seats that a non-executive
director can hold simultaneously.
Provide information or reference to a document containing information on the directorships
of the company's directors in listed companies, registered issuers and public companies.
Section II (A) (2) of the CAMCI/CFIFI/UFI/CDFBI Manual on Corporate Governance provides
the limit on the term of an Independent Director.
Source Document and Link: Manual on Corporate Governance Sectionn II.A.2 |
| Recommendation 4.3 | |||
| 1 | The Directors notify the company's board before accepting a directorship in another company. | Compliant |
Provide a copy of/reference to the written notification to the board or minutes of the board
meeting wherein the matter was discussed.
The Directors will notify the Company's Board before accepting a directorship in another
company.
Kindly see the Manual on Corporate Governance, Section II.A.6. Duties and
Responsibilities of a Director.
Source Document and Link: Manual on Corporate Governance, Section II.A.6. Duties and Responsibilities of a Director, pages 5-6. |
Principle 5. The Board should endeavor to exercise an objective and independent judgment on all corporate affairs.
| Additional Information | Compliant/Non-Compliant | Explanation | |
|---|---|---|---|
| Recommendation 5.1 | |||
| 1 | The Board is composed of a majority of non-executive directors who possess the necessary qualifications. | Compliant |
Identify or provide link/reference to a document identifying the directors, the type of their
directorships and their qualifications.
The Directors possess all the qualifications and none of the disqualifications to hold the
position.
Kindly see the profile of the Directors in the General Information Sheet and Board composition including the Independent Directors. Source Documents and Links: GIS, Board composition including the Independent Directors |
| Recommendation 5.2 | |||
| 1 | The Board has at least two (2) independent directors or such number as to constitute one-third (1/3) of the board, whichever is higher. | Compliant |
Provide information or link/reference to a document containing the number of independent
directors in the board.
The Board consists of five (5) Directors and three (3) Independent Directors.
Kindly see the profile of the Directors in the General Information Sheet and Board composition including the Independent Directors. Source of Document and Link: General Information Sheet |
| Recommendation 5.3 | |||
| 1 | The independent directors possess all the qualifications and none of the disqualifications to hold the position. | Compliant |
Provide information or link/reference to a document containing the qualifications of
independent directors.
The Independent Directors possess all the qualifications and none of the disqualifications
to hold the position.
Kindly see the profile of the Directors in the General Information Sheet and Board composition including the Independent Directors. Source of Document and Link: General Information Sheet |
| Recommendation 5.4 | |||
| 1 | The company perpetually bars an independent director from serving in such capacity after the term limit of nine (9) years. | Compliant |
Provide information or link/reference to a document containing the company's policy on term
limits for its independent director.
Independent diretors shall have a maximum cumulative term of nine (9) years, after which
the independent director shall be perpetually barred from re-election assuch in the same
company. He/she may however, continue to qualify for nomination and election as a non-
independent director. Subject to meritorious justification and shareholder approval during
the annual stockholders meeting, the Board may retain an independent director who has
served as such for nine (9) years.
Kindly see the Manual on Corporate Governance, Section II.A.2. Independent Director.
Source Docuements and Link: Manual on Corporate Governance, Section II.A.2. Independent Director, pages 2-3. General Information Sheet |
| 2 | In the instance that the company retains an independent director in the same capacity after nine (9) years, the Board provides meritorious justification and seeks shareholders'/members' approval during the annual regular meeting. | Compliant |
Provide reference to the meritorious justification and proof of shareholders'/members'
approval during the annual regular meeting.
Independent diretors shall have a maximum cumulative term of nine (9) years, after which
the independent director shall be perpetually barred from re-election assuch in the same
company. He/she may however, continue to qualify for nomination and election as a non-
independent director. Subject to meritorious justification and shareholder approval during
the annual stockholders meeting, the Board may retain an independent director who has
served as such for nine (9) years.
Kindly see the Manual on Corporate Governance, Section II.A.2. Independent Director.
Source Docuement and Link: Manual on Corporate Governance, Section II.A.2. Independent Director, pages 2-3. |
| Recommendation 5.5 | |||
| 1 | The positions of Chairperson of the Board and Chief Executive Officer (or its equivalent) are held by separate individuals. | Compliant |
Identify the company's Chairperson of the Board and Chief Executive Officer (or its
equivalent).
The Chairman of the Board is a separate individual from the President. The Company's
Chairman of the Board is Mr. Eduardo S.L. Oban, Jr. while the President is Atty. Jan Robert
V. Beltejar.
Kindly see the profiles of the Chairman of the Board and the President in the company's
website and General Information Sheet.
Source Documents and Link: Profiles of the Chairman of the Board and the President/ Leadership and Team General Information Sheet |
| 2 | The Chairperson of the Board and Chief Executive Officer (or its equivalent) have clearly defined responsibilities. | Compliant |
Provide information or link/reference to a document containing the roles and responsibilities
of the Chairperson of the Board and Chief Executive Officer (or its equivalent).
Identify the relationship of the Chairperson and CEO.
The duties and responsibilities of the Chairman of the Board and the President are clearly
defined.
Kindly see the Manual on Corporate Governance, Section II.A.8. The Chairman of the
Board and Section II.F.Chief Executive Officer/President.
Source Document and Link: Manual on Corporate Governance,Section II.A.8.The Chairman of the Board, pages 6-7. Manual on Corporate Governance, Section II.F. Chief Executive Officer, page 17 |
| Recommendation 5.6 | |||
| 1 | The Board designates a lead director among the independent directors if the Chairperson of the Board is not an independent director. | Compliant |
Provide information or link/reference to a document containing information on a lead
independent director and his roles and responsibilities, if any.
Indicate if Chairperson is an independent director. Source Document and Link: General Information Sheet |
| Recommendation 5.7 | |||
| 1 | The Directors/Trustees with material interest in a transaction affecting the corporation fully disclose his/her adverse interest, abstain from taking part in the deliberations for the same, and recuse from voting on the approval of transaction. | Compliant |
Provide proof of full disclosure and abstention, if any, of the interested director/trustee.
Directors are required to disclose any personal or conflict of interest in relation to any matter
to be considered by the Board obtain from taking part in the deliberations for the same.
Kindly see the Manual on Corporate Governance, Section II.A.6. Duties and Responsibilities of a Director. Source Document and Link: Manual on Corporate Governance, Section II.A.6.Duties and Responsibilities of a Director, pages 5-6. |
| Recommendation 5.8 | |||
| 1 | The non-executive directors (NEDs) have separate periodic meetings with the external auditor and heads of the internal audit, compliance, and risk functions, without any executive directors present. | Compliant |
Provide proof and details of said meeting, if any.
Provide information on the frequency and attendees of meetings.
The Non-Executive Directors have periodic meetings with the external auditor and Heads of
the Internal Audit, Compliance and Risk functions.
The meetings are presided by the Chairwoman Audit and Compliance Committee, Director
Carolina G. Diangco.
Kindly see the Agenda of Audit and Compliance Committee meetings. Source Documents and Links: Minutes of the Audit Committee meeting |
| 2 | The meetings are chaired by the lead independent director, if applicable. | Compliant | |
Principle 7. The Board directors are duty-bound to apply high ethical standards, taking into account the interests of all stakeholders.
| Additional Information | Compliant/Non-Compliant | Explanation | |
|---|---|---|---|
| Recommendation 7.1 | |||
| 1 | The Board adopts a Code of Business Conduct and Ethics, which provide standards for professional and ethical behavior, as well as articulate acceptable and unacceptable conduct and practices in internal and external dealings of board members. | Compliant |
Ethics.
The Code of Conduct, applicable to all Directors of the Board, Management Team, and
employees, sets out clear standards for professional behaviour and empowers alll to do the
right thing.
Source of Document and Link: https://www.cocolife.com/wp-content/uploads/2024/02/Cocolife-Code-of-Employee-Conduct-and-Discipline.pdf |
| 2 | The Code is properly disseminated to the members of Board. | Compliant |
Provide information or discuss how the company disseminated the Code to the members of
the Board.
The Code of Conduct is annually dessiminated to all Directors, officers and employees,
posted in the company's website, and explained to new directors, officers and employees
during onboarding and/or orientation.
Source of Document and Link: https://www.cocolife.com/wp-content/uploads/2024/02/Cocolife-Code-of-Employee-Conduct-and-Discipline.pdf |
| 3 | The Code is disclosed and made available to the public through the company website. | Compliant |
Provide a link to the company's website where the Code of Business Conduct and Ethics is
posted/ disclosed.
The Code of Conduct is posted in the company's website.
Source of Document and Link: https://www.cocolife.com/wp-content/uploads/2024/02/Cocolife-Code-of-Employee-Conduct-and-Discipline.pdf |
| Recommendation 7.2 | |||
| 1 | The Board ensures the proper and efficient implementation and monitoring of compliance with the Code of Business Conduct and Ethics. | Compliant |
Provide proof of implementation and monitoring of compliance with the Code of Business
Conduct and Ethics.
Indicate who are required to comply with the Code of Business Conduct and Ethics and any findings on non-compliance.
One of the principal duties and responsibilities of each Director os confirming compliance
with the Code of Conduct on an annual basis and maintaining the confidentiality of
corporate information and Board deliberations.
The attenstation also includes a provision wherein the Director shall notify the Compliance
Officerof any change in the circumstances which might adversely affect his/her compliance
with the code.
Kinfly see the Manual on Corporate Governnace, Section II.A.6. Specific Duties and
Responsibilities of a Director.
The Board reviews and guides corporate strategy, major plans of action, risk management
policies and procedures, annual budgets and busines plans, set performance objectives
monitor implementation and corporate expenditures, acquisitions and diverstitutes.
Kindly see the Manual on Corporate Governance, II.A.6. Specific Duties and
Responsibilities of a Director.
Source Document and Link: Manual on Corporate Governance, Section II.A.6. Specific Duties and Responsibilities of a Director, pages 6-7. |
Principle 8. The Board should establish corporate disclosure policies and procedures that are practical and in accordance with generally accepted best practices and regulatory expectations.
| Additional Information | Compliant/Non-Compliant | Explanation | |
|---|---|---|---|
| Recommendation 8.1 | |||
| 1 | The Board establishes corporate disclosure policies and procedures to ensure a comprehensive, accurate, reliable and timely report to shareholders/members and other stakeholders that gives a fair and complete picture of a company's financial condition, results and business operations. | Compliant |
Provide information or link/reference to the company's disclosure policies and procedures
including reports distributed/made available to shareholders/members and other
stockholders.
The company recognizes that the most cogent proof of good corporate governnace is that
which is visible to the eyes of investors. All shareholders shall be allowed to inspect
corporate books and records, including minutes of Board meetings and stock registries, in
accordance with the Corporation Code, and shall be furnished with annual reports,
including financial statements, without cost or restrictions.
Kindly see the Manual on Corporate Governnace, Section VII. Shareholders' Benefit.
Source of Documents and Link: Manual on Corporate Governance, Section VII, Shareholders' Benefit, pages 22-25. Audited Financial Statements |
| Recommendation 8.2 | |||
| 1 | The company has a policy requiring all directors to disclose/report to the company any dealings in the company's shares within five (5) business days. | Compliant |
Provide information or link/reference to the company's policy requiring directors and officers
to disclose their dealings in the company's shares.
Indicate actual dealings of directors involving the corporation's shares including their nature, number/percentage and date of transaction.
All Directors and officers are required to disclose/report to the Company any dealings in the
Company they may have within five (5) business days from date of transaction.
Kindly see the Manual on Corporate Governance, Section II.D. Inside Dealings.
Source Document and Link: Manual on Corporate Governance, Section II.D. Inside Dealings, page 8. |
| 2 | The company has a policy requiring all officers to disclose/report to the company any dealings in the company's shares within five (5) business days. | Compliant | |
| Recommendation 8.3 | |||
| 1 | The company's corporate governance policies, programs and procedures are contained in its Manual on Corporate Governance (MCG). | Compliant |
Provide link to the company's website where the Manual on Corporate Governance is posted.
The company's Corporate Governance pratices are principally contained in the Manual on
Corporate Governance, Company's Articles of Incorporation, and By-Laws. The company is
compliant with SEC Memorandum Circular No. 24 series of 2019 "Code of Corporate
Governance for Public Companies and Registered Issuers".
Kindly see the Manual on Corporate Governnace, Company's Article of Incorporation, and By-Laws.
Source Documents and Link: Manual on Corporate Governance Articles of Incorporation By-Laws Submission of the Manual on Corporate Governance to SEC |
| 2 | The company's MCG is submitted to the SEC. | Compliant | |
| 3 | The company's MCG is posted on the company website. | Compliant | |
| Recommendation 8.4 | |||
| 1 | The company's corporate governance policies and practices and all relevant information are disclosed in its Annual Corporate Governance Report (ACGR). | Compliant |
Provide link to the company's website where the Annual Corporate Governance Report is posted.
The company's Corporate Governancepolicies and practices and all relevant information are
disclosed in the Annual Corporate Govermnace Report (ACGR)
The ACGR is submitted to the SEC and posted in the company's website.
|
| 2 | The company's ACGR is submitted to the SEC. | Compliant | |
| 3 | The company's ACGR is posted on the company website. | Compliant | |
Principle 9. The company should establish standards for the appropriate selection of an external auditor, and exercise effective oversight of the same to strengthen the external auditor’s independence and enhance audit quality.
| Additional Information | Compliant/Non-Compliant | Explanation | |
|---|---|---|---|
| Recommendation 9.1 | |||
| 1 | The Audit Committee has a robust process for approving and recommending the appointment, reappointment, removal, and fees of external auditors. | Compliant |
Provide information or link/reference to a document containing the process for approving
and recommending the appointment, reappointment, removal and fees of the company's
extemal auditor.
The Audit and Compliance Committee recommends to the Board the appointment, re-
appointment, removal and fees of the Extemal Auditor, duly accredited Commission, who
undertakes an independent audit of the corporation, and provide an objective assurance
on the manner by which the financial statements should be prepared and presented to the
stockholders.
Kindly see the Manual on Corporate Govermnace, Section II.E.1. Audit Committee.
Source Document and Link: Manual on Corporate Governance, Section II.E.1. Audit Committee, pages 8-12. |
| 2 | The appointment, reappointment, removal, and fees of the extemal auditor is recommended by the Audit Committee, approved by the Board and the shareholders/members. | Compliant |
Indicate the percentage of shareholders that ratified the appointment, reappointment,
removal and fees of the external auditor.
The Audit and Compliance Committee recommends to the Board the appointment, re-
appointment, removal and fees of the Extemal Auditor, duly accredited Commission, who
undertakes an independent audit of the corporation, and provide an objective assurance
on the manner by which the financial statements should be prepared and presented to the
stockholders.
Kindly see the Manual on Corporate Govermnace, Section II.E.1. Audit Committee.
Source Document and Link: Manual on Corporate Governance, Section II.E.1. Audit Committee, pages 8-12. |
| 3 | For the removal of external auditor, the reasons for such removal or change are disclosed to the SEC, the shareholders/members, and the public through the company website and required disclosures. | Compliant |
Provide information or link/reference to a document containing the company's reason for
removal or change of external auditor.
The removal of external auditor, the reasons for removal or change will be disclosed to the
regulators and the public.
In compliance with SRC Rule 68 (3)(B)(ix) on the rotation of the etemal auditors or signing
partners of a firm every five (5) years of engagement, Ms. Jona Santiago was assigned in
2023 as Punongbayan & Araullo's partner in-charge for the corporation.
The company's Audit Committee has recommended the appointed of Punongbayan &
Araullo as the extemal auditor of the company. The Audit Committee reviews the fee
arrangements with the external auditors and recommends the same to the Board of
Directors.
|
| Recommendation 9.2 | |||
| 1 |
The Audit Committee Charter includes the Audit Committee's responsibility on: i. assessing the integrity and independence of external auditors; ii. exercising effective oversight to review and monitor the external auditor's independence and objectivity; and iii. exercising effective oversight to review and monitor the effectiveness of the audit process, taking into consideration relevant Philippine professional and regulatory requirements. |
Compliant |
Provide link/reference to the company's Audit Committee Charter.
The Audit Committee ensures that the external auditor maintains its independence from the
company, and that the services provided are in accordance with he company's policy
restricting the use of external auditors.
Kindly see Manual on Corporate Governance, Section II.E.1. Audit Committee.
Source Document and Link: Manual on Corporate Governance, Section II.E.1. Audit Committee, pages 8-12 |
| 2 | The Audit Committee Charter contains the Committee's responsibility on reviewing and monitoring the external auditor's suitability and effectiveness on an annual basis. | Compliant | |
| Recommendation 9.3 | |||
| 1 | The company discloses the nature of non-audit services performed by its external auditor in the Annual Report to manage potential conflict of interest cases. | Not applicable |
Disclose the nature of non-audit services performed by the external auditor, if any.
There were no other fees paid to the external auditor other than the audit and audit-related
fees.
|
| 2 | The Audit Committee stays alert for any potential conflict of interest situations, given the guidelines or policies on non-audit services, which could be viewed as impairing the external auditor's objectivity. | Compliant |
Provide link or reference to guidelines or policies on non-audit services.
The Audit Committee evaluate and detrmine the non-audit work, if any, of the external
auditor, and review periodically the non-audit fees paid to the extemal auditor in relation to
their significance to the total annual income of the external auditor and to the audit work
that will conflict with his duties as an external auditor or may pose a threat to his
independence. The non-audit work, if allowed, should be disclosed in the corporation's
annual report.
Kindly see Manual on Corporate Governance, Section II.E.1.Audit Committee
Source Document and Link: Manual on Corporate Governance, Section II.E.1.Audit Committee, pages 8-12 |
Principle 10. The Board should ensure that the company discloses material and reportable non-financial and sustainability issues.
| Additional Information | Compliant/Non-Compliant | Explanation | |
|---|---|---|---|
| Recommendation 10.1 | |||
| 1 | The Board has a clear and focused strategy on the disclosure of non-financial information. | Compliant |
Disclose or provide link to the company's policies and practices on the disclosure of non-
financial information, including EESG issues.
The Board adopts a globally recognozed standard/framework in disclosing to all
shareholders/mambers all material information about the Company which could adversely
affect its viability or the interests of the shareholders. Such information include, among
others, eamings results, acquisition or disposition of assets, off balance sheet transactions,
related party transactions, non-financial information (strategic and operational objectives,
sustainability issues, etc.), and direct and indirect remuneration of members of the Board
and Management. All such information should be disclosed through the appropriate
exchange mechanisms and submissions to the Commission.
Kindly see the Manual on Corporate Govemance, Section VI. Reportorial or Disclosure
System of Corporate Govemance Policies.
Source Documents and Link: Manual on Corporate Governance, Section VI. Reportorial or Disclosure System of Corporate Governance Policies, page 22. |
| Recommendation 10.2 | |||
| 2 | The company discloses to all shareholders/members and other stakeholders the company's strategic and operational objectives with emphasis on the management of environmental, economic, social and governance (EESG) issues of its business which underpin sustainability. | Compliant |
Provide link or reference to the company's disclosure of strategic and operational
objectives, with emphasis on EESG matters.
The Board adopts a globally recognized standard/framework in disclosing to all
shareholders/members all material information about the Company which could adversely
affect its viability or the interests of the shareholders. Such information include, among
others, eamings results, acquisition or disposition of assets, off balance sheet transactions,
related party transactions, non-financial information (strategic and operational objectives,
sustainability issues, etc.), and direct and indirect remuneration of members of the Board
and Management. All such information should be disclosed through the appropriate
exchange mechanisms and submissions to the Commission.
Kindly see the Manual on Corporate Governance, Section VI. Reportorial or Disclosure
System of Corporate Governance Policies.
Source Documents and Link: Manual on Corporate Governance, Section VI. Reportorial or Disclosure System of Corporate Governance Policies, page 22. |
Principle 11. The company should maintain a comprehensive and cost-efficient communication channel for disseminating relevant information. This channel is crucial for an informed decision-making by investors, stakeholders and other interested users.
| Additional Information | Compliant/Non-Compliant | Explanation | |
|---|---|---|---|
| Recommendation 11.1 | |||
| 1 | The company has a website to ensure a comprehensive, cost-efficient, transparent and timely manner of disseminating relevant information to the public. | Compliant |
The Cocolife Asset website includes information about three mutual funds, including the
Cocolife Fixed Income Fund, Inc. It provides up-to-date forums and events to keep clients
informed about new products and advancements in the managed fund. Our clients can also
look at the fund's historical NAVPS to help them manage their investments, shares, and get
a better view of the overall growth of their assets and financial return.
Source Documents and Links https://cocolifeasset.com/ https://cocolifeasset.com/investor-tools/ https://cocolifeasset.com/forum-events/ |
Principle 12. To ensure the integrity, transparency and proper governance in the conduct of its affairs, the company should have a strong and effective internal control system and enterprise risk management system.
| Additional Information | Compliant/Non-Compliant | Explanation | |
|---|---|---|---|
| Recommendation 12.1 | |||
| 1 | The company has an adequate and effective internal control system in the conduct of its business. | Compliant |
List quality service programs for the internal audit functions.
Indicate frequency of review of the internal control system.
The company, through its fund manager, Cocolife Asset Management Co., Inc., has an
appropriate internal control system in place. Various units with defined tasks and
responsibilities are in place to ensure an effective internal control system while conducting
business.
The Internal Audit provides an annual opinion on effectiveness of internal controls of the
company including Compliance and Entity Level Documentation, Accounting and Financial
Reporting, Portfolio Management, Information Systems and Related Technology, and
Marketing.
|
| 2 | The company has an adequate and effective enterprise risk management framework in the conduct of its business. | Compliant |
Identify international framework used for Enterprise Risk Management.
Provide information or reference to a document containing information on: 1. Company's risk management procedures and processes. 2. Key risks the company is currently facing. 3. How the company manages the key risks. Indicate frequency of review of the enterprise risk management framework.
The Risk Oversight Committee shall provide oversight over Mnaagement's activities in
managing credit, market, liquidity, operational, legal and othe risks of the corporation. This
fuction shall include regular receipt from Management of information on risk exposures and
risk management activities.
The Risk Oversight Committee, shall reports to the Board on a regular basis, or as deemed
necessary, the company/s material risk exposures, the actions taken to reduce the risks,
and recommends further ation or plans, as necessary.
Kindly see the Manuall on Corporate Govermnace, Section II.E.2. Risk Oversight
Committee.
Source Document and Link: Manual on Corporate Govermnace, Section II.E.2. Risk Oversight Committe, pages 12- |
| Recommendation 12.2 | |||
| 1 | The company has in place an independent internal audit function that provides an independent and objective assurance, and consulting services designed to add value and improve the company's operations. | Compliant |
The Company has in place an independent internal audit function which is performed by
internal auditors through which the Board, senior management, and stockholders shall be
provided with reasonable assurance that the Company's key organizational and procedural
controls are effective,
appropriate, and complied with.
Source Document and Link: Manual on Corporate Governnace, Section II.J. Internal Audit, pages 20. |
Principle 13. The company should treat all shareholders/members fairly and equitably, and also recognize, protect and facilitate the exercise of their rights.
| Additional Information | Compliant/Non-Compliant | Explanation | |
|---|---|---|---|
| Recommendation 13.1 | |||
| 1 | The Board ensures that basic shareholder/member rights are disclosed in the Manual on Corporate Governance. | Compliant |
Provide link or reference to the company's Manual on Corporate Governance where
shareholders'/members' rights are disclosed.
The Board is committed to respect the rights of the shareholders, as follows:
1. Voting Right 2. Power of Inspection 3. Right to Information 4. Right to Dividends 5. Appraisal Right
Klndly see the Manual on Corporate Govermnace, Section VII. Shareholders' Benefit.
Source Documents and Link: Manual on Corporate Governance, VII. Shareholders' Benefit, pages 22-25 |
| Recommendation 13.2 | |||
| 1 | The Board encourages active shareholder participation by sending the Notice of Annual and Special Shareholders'/Members' Meeting with sufficient and relevant information at least twenty- one (21) days before the meeting. | Compliant |
Indicate the number of days before the annual or special stockholders'/members' meeting
when the notice and agenda were sent out.
Provide link to the Agenda included in the company's Information Statement (SEC Form 20- IS).
The company released its Notice of Annual Stockholders meeting on June 3 and June 4,
2025, 22 days before the June 25, 2025 scheduled date of the meeting in accordance with
the Corporation Code and the By-Laws of the company.
Source Document and Link: Notice of Annual Meeting of the Stockholders |
| Recommendation 13.3 | |||
| 1 | The Board encourages active shareholder/member participation by making the result of the votes taken during the most recent Annual or Special Shareholders'/Members' Meeting publicly available the next working day. | Compliant |
Provide information or reference to a document containing all relevant questions raised and
answers during the ASM and special meeting and the results of the vote taken during the
most recent ASM/SSM.
Kindly see the Minutes of the Annual Stockholders meeting.
Source Document and Link: Minutes of the Annual Stockholders meeting. |
| 2 | The minutes of the Annual and Special Shareholders'/Members' Meetings were made available on the company website within five (5) business days from the date of the meeting. | Compliant |
Provide link to minutes of meeting in the company website.
Indicate voting results for all agenda items, including the approving, dissenting and abstaining votes. Indicate also if the voting on resolutions was by poll. Include whether there was opportunity to ask question and the answers given, if any.
Kindly see the Minutes of the Annual Stockholders meeting.
Source Document and Link: Minutes of the Annual Stockholders meeting. |
| Recommendation 13.4 | |||
| 1 | The Board makes available, at the option of a shareholder/member, an alternative dispute mechanism to resolve intra-corporate disputes in an amicable and effective manner. | Compliant |
Provide details of the alternative dispute resolution made available to resolve intra-
corporate disputes.
Provide link/reference to where it is found in the Manual on Corporate Governance.
The Board encourages the exercise of shareholders' voting rights and the resolution of
collective action problems through appropriate mechanisms.
Kindly see the Manual on Corporate Governance, Section VII. Shareholders' Benefit.
Source Documents and Link: Manual on Corporate Governance, VII. Shareholders' Benefit, pages 22-25 |
| Recommendation 13.5 | |||
| 1 | The Board establishes an Investor Relations Office (IRO) or Customer Relations Office (CRO) or its equivalent to ensure constant engagement with its shareholders/members. | Compliant |
Disclose the contact details of the officer/office responsible for investor relations, such as:
1. Name of the person 2. Telephone number 3. Fax number 4. E-mail address
Cocolife Asset has the following contact channels to ensure constant engagement with its
shareholders/members:
Investor Relations Office at head office in Ayala, Makati City Trunkline at (+632) 88-101-888 SMS and Viber at (63) 998 541 1210 Facebook Chat at @CAMCIOfficialPage |
Principle 14. The rights of stakeholders established by law, by contractual relations and through voluntary commitments must be respected. Where stakeholders’ rights and/or interests are at stake, stakeholders should have the opportunity to obtain prompt effective redress for the violation of their rights.
| Additional Information | Compliant/Non-Compliant | Explanation | |
|---|---|---|---|
| Recommendation 14.1 | |||
| 1 | The Board identifies the company's various stakeholders and promotes cooperation between them and the company in creating wealth, growth and sustainability. | Compliant |
Identify the company's stakeholders and provide information or reference to a document
containing the company's policies and programs for its stakeholders.
The Board identifies the Company's various stakeholders, promotes cooperation between
them and the Corporation in creating wealth, growth and sustainability, and provide a
mechanism on the fair treatment and protection of stakeholder.
The Company is committed to always keeping stakeholders informed through the following
communication channels:
Company's website - the Company website provides the latest news, product information, marketing activities of the Company. The information posted on the company's website is updated on a weekly or monthly basis depending on the urgency of news and advisories. Social Media Account - the Company's Facebook, Instagram and Twitter accounts are managed by the Marketing Department's Digital team, who takes care of posting news and relevant articles about events and campaigns complete with colorful images, and often times presenting stories in real time on videos.
Kindly see the company's website and social media account.
|
| Recommendation 14.2 | |||
| 1 | The Board establishes clear policies and programs to provide a mechanism on the fair treatment, protection and enforcement of the rights of stakeholders. | Compliant |
Identify policies and programs for the protection, fair treatment and enforcement of the
rights of the company's stakeholders.
The Board provides a mechanism on the fair treatment and protection of stakeholders. The
Company implements policies and activities that protect the rights and promote the interest
of its various stakeholders.
Kindly see the following policies in the company's website, Corporate Govermnace , and
company policies:
Source Document and Link: |
Principle 15. A mechanism for employee participation should be developed to create a symbiotic working environment consistent with the realization of the company’s objectives and good corporate governance goals.
| Additional Information | Compliant/Non-Compliant | Explanation | |
|---|---|---|---|
| Recommendation 15.1 | |||
| 1 | The Board establishes policies, programs and procedures that encourage employees to actively participate in the realization of the company's goals and in its govemance. | Compliant |
The Company, through the Board, encourages employees to actively participate in the
realization of the Company's goals and its governance. The following policies and programs
are implemented to encourage employees to perform better and to motivate them to take a
more dynamic role in the Company: (1) health, safety and welfare of employees; (2)
manpower training and development; and (3) employee reward/compensation.
Kindly see the Manual on Coporate Governance Section II.J Internal Auditor, page 25
Source Document and Link: Manual on Corporate Governance, Section II.J. Internal Auditor, page 25 |
| Recommendation 15.2 | |||
| 1 | The Board sets the tone and makes a stand against corrupt practices by adopting an anti- corruption policy and program in its Code of Business Conduct and Ethics. | Compliant |
Identify or provide link/reference to the company's policies, programs and practices against
corruption.
Kindly see the company's Code of Ethics.
Source Document and Link: https://www.cocolife.com/wp-content/uploads/2024/02/Cocolife-Code-Of-Ethics.pdf |
| 2 | The Board disseminates the policy and program to employees across the organization through trainings to embed them in the company's culture. | Compliant |
Identify how the board disseminated the policy and program to the employees across the
organization.
The Code of Conduct is annually disseminated to all directors, officers and employees,
posted in the comany's website and internal databases, and explained to new directors,
officers and employees during onboarding or orientation.
Source Documents and Link: Code of Conduct https://www.cocolife.com/wp-content/uploads/2024/02/Cocolife-Code-of-Employee-Conduct-and-Discipline.pdf
Company's website - https://cocolifeasset.com/
|
| Recommendation 15.3 | |||
| 1 | The Board establishes a suitable framework for whistleblowing that allows employees to freely communicate their concerns about illegal or unethical practices, without fear of retaliation. | Compliant |
Disclose or provide link/reference to the company whistleblowing policy and procedure for
employees.
Indicate if the framework includes procedures to protect the employees from retaliation. Provide contact details to report any illegal or unethical behavior.
The Company has established a Whistle-Blower Policy to allow employees to freely
communicate their concerns about illegal or unethical practices, without fear of retaliation.
Anyone who makes a report in good faith shall not suffer harassment, retaliation or adverse
employment consequences.
Source Documents and Link:
Whistle-Blower Policy https://www.cocolife.com/wp-content/uploads/2024/02/Cocolife-Policy-on-Whistle-Blower.pdf
Stakeholders can voice their concerns and/or complaints through e-mail
(safedisclosures@cocolife.com), text hotline (09662658578 for Globe subscribers or
09686709643 for Smart subscribers) or by submission at the designated drop boxes
stationed at the Company's Head Office, Feliza Office and Multinational Office. The
availability of these reporting channels is likewise regularly disseminated to employees.
The Company's Risk Management and Compliance Division is the unit in charge of handling
|
| 2 | The Board establishes a suitable framework for whistleblowing that allows employees to have direct access to an independent member of the Board or a unit created to handle whistleblowing concerns. | Compliant | |
| 3 | The Board supervises and ensures the enforcement of the whistleblowing framework. | Compliant |
Provide information on how the board supervised and ensured enforcement of the
whistleblowing framework, including any incident of whistleblowing.
Pursuant to the Whistle Blower Policy, the Risk Management and Compliance Division shall
report all whistleblowing concerns to the Board.
Source Documents and Link: Whistle-Blower Policy https://www.cocolife.com/wp-content/uploads/2024/02/Cocolife-Policy-on-Whistle-Blower.pdf |
Principle 16. The company should be socially responsible in all its dealings with the communities in which it operates. It should ensure that its interactions serve its environment and stakeholders in a positive and progressive manner that is fully supportive of its comprehensive and balanced development.
| Additional Information | Compliant/Non-Compliant | Explanation | |
|---|---|---|---|
| Recommendation 16.1 | |||
| 1 | The company recognizes and places importance on the interdependence between business and society, and promotes a mutually beneficial relationship that allows the company to grow its business, while contributing to the advancement of the society where it operates. | Compliant |
Provide information or reference to a document containing the company's community
involvement and environment-related programs.
The Company operates in a socially-responsible way across the organization and seeks
continuous innovative solutions to make better for its stakeholders including the community
where it belongs.
The Cocolife Asset Management Company, Inc. (CAMCI) is a wholly-owned subsidiary of
Cocolife. Moreover, the Company's community-related efforts are based on its sustainability
commitment. As the company's business continues to grow, it continues to contribute to
nation-building and shareholder value through its engaged and empowered workforce,
financial literacy advocacy embedded in the products and services offered to its clients and
the public in general.
The Company actively supports the communities and works by helping build a positive and
healthy environment for our clients, employees, advisors and shareholders. Our approach
includes helping Filipinos improve their financial literacy, giving back to communities across
the nation, strategically investing in real estate and infrastructure that is friendly to the
environment and such other activities that foster healthy, sustainable communities,
advocating for public policies that encourage financial security and healthy lifestyles.
Kindly see the activities and programs in the company's website.
Source Docuement and Link: Cocolife Annual Report 2025 > Corporate Social Responsibility, pp. 42-48 |
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8th Floor Cocolife Building, 6807 Ayala Avenue, Makati City 1226
