CORPORATE: Part A / Part B / Part C / Part D / Part E / Bonus / Penalty


Part A

Source Document/ Location of Information Yes/No Point REMARKS
A Rights of Shareholders
A.1 Basic Shareholder Rights
A.1.1 Does the company pay (interim and final/annual) dividends in an equitable and timely manner; that is, all shareholders are treated equally and paid within 30 days after being (i) declared for interim dividends and (ii) approved by annual general meeting (AGM)for final dividends? Company's Notes to Financial Statements covering the periods when dividends were issued Y FILE
A.2 Right to participate in decisions concerning fundamental corporate changes.
Do shareholders have the right to participate in:
A.2.1 Amendments to the company's constitution? Amended By-laws, Article VII, Amendments (page 10): "These by-laws or any of the provisions thereof may be amended or repealed by the vote of the stockholders holding a majority of all the subscribed capital stock at any regular or special meeting of the stockholders duly called for the purpose." Y FILE
A.2.2 The authorisation of additional shares? The last time additional shares were issued was recorded in Financial Statements as of Dec. 31, 2010 and 2009 (page 28): "On March 26, 2010, the BOD of the Company authorized the issuance of 250,000 shares out of the remaining unsubscribed portion of the authorized capital stock …" Y FILE
A.2.3 The transfer of all or substantially all assets, which in effect results in the sale of the company? Corporation Code, Sec. 40: "Subject to the provisions of existing laws on illegal combinations and monopolies, a corporation may by a majority vote of its board of dircetors or trustees, sell, lease exchange mortgage, pledge or otherwise dispose of all or substantially all of its property and assets, inlcuding its goodwill, upon such terms and conditios and for such consideration…as its board of directors or trustees may deem expedient, when authorized by the vote of the stockholders representing at least 2/3 of the outstanding capital stock … in a stockholder's or member's meeting duly called for the purpose." Y
A.3 Right to participate effectively in and vote in general shareholder meetings and should be informed of the rules, including voting procedures, that govern general shareholder meetings.
A.3.1 Do shareholders have the opportunity, evidenced by an agenda item, to approve remuneration (fees, allowances, benefit-in-kind and other emoluments) or any increases in remuneration for the non-executive directors/commissioners? Corporation Code, Sec. 30: "In the absence of any provision in the by-laws fixing their compensation, the directors shall not receive any compensation, as such directors, except for reasonable per diems: Provided, however, that any such compensation other than per diems may be granted to directors by the vote of the stockholders representing at least a majority of the outstanding capital stock at a regular or special stockholder's meeting. In no case shall the total yearly compensation of directors, as such directors, exceed 10% of the net income before income tax of the corporation during the preceding year." Y
A.3.2 Does the company provide non-controlling shareholders a right to nominate candidates for board of directors/commissioners? Code of Corporate Governance, Item 3.7.1 (page 9): "The Board of Directors shall establish a Nomination Committee composed of 3 directors, one of whom is an independent director. Functions of Nomination Committee: 1. review and evaluate the qualifications of person nominated to the Board, Executive and non-executive and independent directors; 2. review and evaluate the qualifications of nominees to other positions appointed by the BOD…" Y FILE1
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A.3.3 Does the company allow shareholders to elect directors/commissioners individually? Code of Corporate Governance, Item 3: "The stockholders shall elect the Board of Directors." Corporation Code, Sec. 24: "The election must be by ballot if requested by any voting stockholder or member. In stock corporations, every stockholder entitled to vote shall have the right to vote in person or by proxy the number of shares of stocks standing… and said stockholder may vote such number of shares for as many persons as there are directors to be elected or he may cumulate said shares…" Y
A.3.4 Does the company disclose the voting and vote tabulation procedures used, declaring both before the meeting proceeds? Y
A.3.5 Do the minutes of the most recent AGM record that there was an opportunity allowing for shareholders to ask questions or raise issues? Minutes of April 29, 2014 AGM pages 6-7 part 6 "…after discussion and upon motion duly made seconded, the Board of Directors approved the Audited Financial Statements…" Y
A.3.6 Do the minutes of the most recent AGM record questions and answers? Minutes of April 29, 2014 AGM page 3 part 4 "… In reply to Director Fernandez, the President clarified the decision to cease marine hull business, the fronting business as well as judicial bonds business…" Y
A.3.7 Does the disclosure of the outcome of the most recent AGM include resolution(s)? Minutes of April 29, 2014 AGM page 4 part 4 "Thereafter, upon motion duly made and seconded, the Board unanimously agreed to revoke the Board resolution dated April 5, 2013 …and adopted the following resolution..", part 7 Y
A.3.8 Does the company disclose the voting results including approving, dissenting, and abstaining votes for each agenda item for the most recent AGM? Minutes of April 29, 2014 AGM page 4 part 4 "Thereafter, upon motion duly made and seconded, the Board unanimously agreed to revoke the Board resolution dated April 5, 2013 …and adopted the following resolution..", part 7 Y
A.3.9 Does the company disclose the list of board members who attended the most recent AGM? Minutes of April 29, 2014 AGM, page 1 Y
A.3.10 Did the chairman of the board of directors/commissioners attend the most recent AGM? Minutes of April 29, 2014 AGM, page 1 Y
A.3.11 Did the CEO/Managing Director/President attend the most recent AGM? Minutes of April 29, 2014 AGM, page 1 Y
A.3.12 Did the chairman of the Audit Committee attend the most recent AGM? Minutes of April 29, 2014 AGM, part 8 Audit Committee report, "Director Miranda, chair of the Audit Committee reported to the Board…." Y
A.3.13 Did the company organise their most recent AGM in an easy to reach location? Minutes of April 29, 2014 AGM Page 1 "Held … at the Yapster Boardroom, 5th Floor, Lepanto Building, Paseo de Roxas, Makati City." (Company's principal place of business) Y
A.3.14 Does the company allow for voting in absentia? Amended By-laws, Article III, No. 5. Y
A.3.15 Did the company vote by poll (as opposed to by show of hands) for all resolutions at the most recent AGM? Minutes of Annual Stockholders' Mtg., March 15, 2012 and Record of Attendance, Annual Stockholders' Mtg. The minutes show that at the determination of quorum, the Corporate Secretary certfied that 100% of outstanding shares of stock were represented in person or by proxy. The Record of Attendance shows the shares of each stockholder. Y
A.3.16 Does the company disclose that it has appointed an independent party (scrutineers/inspectors) to count and/or validate the votes at the AGM? The Company ascertained that there is no necessity for the appointment of an independent party to count and/or validate the votes. Y
A.3.17 Does the company make publicly available by the next working day the result of the votes taken during the most recent AGM for all resolutions? Minutes of April 29, 2014 AGM Y
A.3.18 Do companies provide at least 21 days notice for all resolutions? Notice of Annual Stockholders' Mtg. Y FILE
A.3.19 Does the company provide the rationale and explanation for each agenda item which require shareholders' approval in the notice of AGM/circulars and/or the accompanying statement? Notice of Annual AGM Y
A.4 Markets for corporate control should be allowed to function in an efficient and transparent manner.
A.4.1 In cases of mergers, acquisitions and/or takeovers, does the board of directors/commissioners of the offeree company appoint an independent party to evaluate the fairness of the transaction price? The Company has not received any offer not has it made any offer for a merger, acquisition or takeover. N/A
A.5 The exercise of ownership rights by all shareholders, including institutional investors, should be facilitated.
A.5.1 Does the company publicly disclose policies to encourage shareholders including institutional shareholders to attend the AGM? Amended By-laws, Article III, page 2: Notice of Meetings "Written notice of every regular or special meeting of the stockholders shall be personally served on or mailed to each stockholder of record not less than 5 days prior to the date for such meeting." Y