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Annual Corporate Governance Report

The Board’s Governance Responsibilities

Principle 1: The company should be headed by a competent, working board to foster the long-term success and sustainability of the corporation in a manner consistent with its corporate objectives and the long-term best interests of its shareholders and other stakeholders.
Recommendation 1.1
COMPLIANT/
NON-COMPLIANT		ADDITIONAL INFORMATIONEXPLANATION
1. Board is composed of directors with collective working knowledge, experience or expertise that is relevant to the company’s industry/sector.Compliant Link: 2023 BOD Profiles
2. Board has an appropriate mix of competence and expertise. Compliant
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
Recommendation 1.2
1. Board is composed of a majority of non-executive directors.Compliant

Link: 2023 Amended GISBOD is composed of 5 members, of which, only the President & CEO is an executive director.
Recommendation 1.3
1. Company provides in its Board Charter or Manual on Corporate Governance a policy on training of directors. Compliant

GLAPI’s Directives on the System of Governance, Section 5.1.1.:

The Board of Directors of GLAPI is the ultimate responsible for the system of governance and must ensure that GLAPI’s system of governance and internal control and risk management system are consistent with all the applicable regulations, these Directives and the Group ICRM Policies at all times. To this end, the Board of Directors of GLAPI, supported the Key Functions, including the anti-financial crime function, reassesses the System of Governance adequacy periodically and at least once a year.

xxx

The Board of Directors of GLAPI must:

xxx

p) Ensure that professional training is provided to the resources and member of the Board of Directors of GLAPI on a continuous basis;

xxx
2. Company provides in its Board Charter or Manual on Corporate Governance an orientation program for first time directors.Non-Compliant The Company’s Code of Corporate Governance is being amended for 2024 and shall include a provision for the orientation of first-time directors.
3. Company has relevant annual continuing training for all directors.Compliant Link: 2023 BOD Profiles
Recommendation 1.4
1. Board has a policy on board diversity.Compliant Link: GLAPI Code of Corporate Governance

Article 2 The shareholders, when preparing the lists and subsequently appointing directors shall evaluate, also in light of the opinion expressed by the Board on such an item, the professional characteristics, the experience, including managerial competencies, and the gender of the candidates xxx”
Recommendation 1.5
1. Board is assisted in its duties by a Corporate Secretary.CompliantLink: Profile of Raizulli M. Nolasco
2. Corporate Secretary is a separate individual from the Compliance Officer.Compliant
3. Corporate Secretary is not a member of the Board of Directors.Compliant
4. Corporate Secretary attends trainings on corporate governance.CompliantLink: ICD Certificate of Raizulli M. Nolasco
Recommendation 1.6
1. Board is assisted by Compliance Officer.Compliant Link: Profile of Eva Carracedo Carrasco
2. Compliance Officer has a rank of Vice President or an equivalent position with adequate stature and authority in the corporation.Compliant
3. Compliance Officer is not a member of the board.Compliant
4. Compliance Officer attends training/s on corporate governance annually.Compliant Link: ICD Certificate of Eva Carracedo Carrasco
Principle 2: The fiduciary roles, responsibilities and accountabilities of the Board as provided under the law, the company's articles and by-laws, and other legal pronouncements and guidelines should be clearly made known to all directors as well as to stockholders and other stakeholders.
Recommendation 2.1
1. Directors act on a fully informed basis, in good faith, with due diligence and care, and in the best interest of the company.CompliantLink: GLAPI’s Code of Corporate Governance.

Article 1.P.2. The directors act and make decisions with full knowledge of the facts and autonomously pursuing and placing priority on the objective of creating value for the shareholders over a medium-long term period.

Link: GLAPI Directives on System of Governance:

Article 5.1.1. The Board of Directors of GLAPI holds the ultimate responsibility for the compliance with applicable laws, regulations and administrative provisions. Board members should act on a fully informed basis, in good faith, with due diligence and care, and in the best interest of GLAPI and all stakeholders.
Recommendation 2.2
1. Board oversees the development, review and approval of the company's business objectives and strategy.Compliant Link: GLAPI’s Code of Corporate Governance.

Article 1.C.1. The Board of Directors shall:



a) examine and approve the strategic, operational and financial plans of the Company



- define the risk profile, both as to nature and level of risks, in a manner consistent with the Company’s strategic objectives;



- monitor and oversee the implementation of Corporate Strategies of the Company;



- evaluate the adequacy of the organizational, administrative and accounting structure of the Company in particular with regard to the internal control system and risk management;



- specify the frequency, in any case no less than once every three months, with which the delegated bodies must report to the Board on the activities performed in the exercise of the powers delegated to them;



- evaluate the general performance of the company, paying particular attention to the information received from the delegated bodies, if any and periodically comparing the results achieved with those planned;
2. Board oversees and monitors the implementation of the company's business objectives and strategy in order to sustain the company's long-term viability and strength.Compliant
Recommendation 2.3
1. Board is headed by a competent and qualified Chairperson.CompliantLink: Director profiles
2. The appointment, reappointment, removal, and fees of the external auditor is recommended by the Audit Committee, approved by the Board and ratified by the shareholders.CompliantBoard Resolution No. 20231124_09

RESOLVED, as it is hereby resolved that the recommendation of the Chief Finance Officer is well taken, accordingly, the Board hereby recommends the appointment of KPMG as the external auditors of GLAPI. 		The Resolution shall be submitted for shareholder ratification at the annual general meeting on April 2024
Recommendation 2.4
1. Board ensures and adopts an effective succession planning program for directors, key officers and management.CompliantLink: Corporate Governance Code

Section 5.C.3. The Board of Directors shall evaluate whether to adopt a plan for the succession of executive directors. In the event of adoption of such a plan, the Company shall disclose it in the Corporate Governance Report. The review on the preparation of the abovementioned plan shall be carried out by the nomination committee, if any, or by another committee established within the Board of Directors in charge of this task.

GLAPI has a Retirement Plan for all regular employees which includes key officers and executive directors.
2. Board adopts a policy on the retirement for directors and key officers.Compliant
Recommendation 2.5
1. Board formulates and adopts a policy specifying the relationship between remuneration and performance of key officers and board members.Compliant Link: GLAPI Corporate Governance Code:

6.P.1. The remuneration of directors and key management personnel shall be established in a sufficient amount to attract, retain and motivate people with the professional skills necessary to successfully manage the Company.

6.P.2. The remuneration of executive directors and key management personnel shall be defined in such a way as to align their interests with pursuing the priority objectives of the creation of value for the shareholders in a medium-long term timeframe. With regard to directors with managerial powers or performing, also de-facto, functions related to business management, as well as with regard to key management personnel, a significant part of the remuneration shall be linked to achieving specific performance objectives, possibly including non-economic objectives, identified in advance and determined consistently with the guidelines contained in the policy described in principle 6.P.4.

The remuneration of non-executive directors shall be appropriate to the commitment required from each of them, also taking into account their possible participation in one or more committees. Said remuneration shall include per diems.

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6.C.6. No director shall participate in meetings of the remuneration committee in which proposals are formulated to the Board of Directors relating to his/her remuneration.
2. Board aligns the remuneration of key officers and board members with long-term interests of the company.Compliant
3. Directors do not participate in discussions or deliberations involving his/her own remuneration.Compliant
Recommendation 2.6
1. Board has a formal and transparent board nomination and election policy.CompliantLink: GLAPI Corporate Governance Code:

5.P.1. The Board of Directors shall establish procedures for proposing candidates to the position of directors. At the minimum, elections shall be conducted during a stockholders’ meeting where a quorum is present. The stockholders will vote for the candidates they prefer. The seven (7)* candidates attaining the most votes shall be considered elected directors. Such election shall be conducted after ensuring that the qualifications, as enumerated below are met by each of the candidates.

xxx

The procedure to be followed should ensure transparency and a balanced composition of the Board. In particular, it is appropriate that the slates of candidates for directors’ offices mention their eligibility, if any, to be qualified as such. The Board of Directors remains as the competent body for evaluating the independence of its own members.

*(currently, only five (5) directors are elected by the shareholders.)
2. Board nomination and election policy is disclosed in the company's Manual on Corporate Governance.Compliant
3. Board nomination and election policy includes how the company accepts nominations from minority shareholders.Non-compliant (Not applicable) Generali Philippines is wholly owned by a single shareholder, Generali Asia, N.V.
4. Board nomination and election policy includes how the board reviews nominated candidates.Compliant
5. 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. Board has a process for identifying the quality of directors that is aligned with the strategic direction of the company.Compliant
Recommendation 2.7
1. Board has overall responsibility in ensuring that there is a group-wide policy and system governing related party transactions (RPTs) and other unusual or infrequently occurring transactions.Compliant Link: 2023 Related Party Transaction Procedure
2. RPT policy includes appropriate review and approval of material RPTs, which guarantee fairness and transparency of the transactions.Compliant
3. RPT policy encompasses all entities within the group, taking into account their size, structure, risk profile and complexity of operations.Compliant
Recommendation 2.8
1. Board is primarily responsible for approving the selection of Management led by the Chief Executive Officer (CEO) and the heads of the other control functions (Chief Risk Officer, Chief Compliance Officer and Chief Audit Executive).Compliant Link: Directives on System of Governance

5.2.1. The Board of Directors of GLAPI appoints a CEO defining its mandate and responsibilities.

GLAPI CEO is responsible for the implementation, maintenance and monitoring of the system of internal controls and risk management, including risks arising from non-compliance with regulations, in accordance with the directives of the Board of Directors of GLAPI.

5.1.1 Administrative, Management or Supervisory Body Each Group Legal Entity must establish an Administrative, Management or Supervisory Body. In the case of GLAPI, this corresponds to its Board of Directors.

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The Board of Directors of GLAPI is the ultimate responsible for the system of governance and must ensure that GLAPI’s system of governance and internal control and risk management system are consistent with all the applicable regulations, these Directives and the Group ICRM Policies at all times. To this end, the Board of Directors of GLAPI, supported the Key Functions, including the anti-financial crime function, reassesses the System of Governance adequacy periodically and at least once a year.
2. Board is primarily responsible for assessing the performance of Management led by the Chief Executive Officer (CEO) and the heads of the other control functions (Chief Risk Officer, Chief Compliance Officer and Chief Audit Executive).Compliant
Recommendation 2.9
1. Board establishes an effective performance management framework that ensures that Management, including the Chief Executive Officer performance is at par with the standards set by the Board and Senior Management.Compliant Link: Orion BSC framework
2. Board establishes an effective performance management framework that ensures that personnel's performance is at par with the standards set by the Board and Senior Management.Compliant
Recommendation 2.10
1. Board oversees that an appropriate internal control system is in place.CompliantLink: GLAPI Corporate Governance Code

7.P.1. The Company shall adopt an internal control and risk management system consisting of policies, procedures and organizational structures aimed at identifying, measuring, managing and monitoring the main risks. Such a system shall be integral to the organizational and corporate governance framework adopted by the Company and shall take into consideration the reference model and the best practices that are applied both at national and international levels.

7.P.2. An effective internal control and risk management system contributes to the management of the Company in a manner consistent with the objectives defined by the Board of Directors, promoting an informed decision-making process. It contributes to ensuring the safeguarding of corporate assets, the efficiency and effectiveness of management procedures, the reliability of financial information and the compliance with laws and regulations, including the by-laws and internal procedures.
2. The internal control system includes a mechanism for monitoring and managing potential conflict of interest of the Management, members and shareholders.
Compliant
3. Board approves the Internal Audit Charter.CompliantBOD Resolution No. 20231124_02

“RESOLVED, as it is hereby resolved, that the Terms of Reference (TOR) for the Audit Committee are hereby approved for adoption.

RESOLVED FURTHER, that the TOR should specify that the Committee meetings should be held at least two weeks prior to the Board Meetings.

RESOLVED FINALLY, that the Committee may call on the Technical Working Group (TWG) to provide required information prior to the scheduled meetings.”
Recommendation 2.11
1. Board oversees that the company has in place a sound enterprise risk management (ERM) framework to effectively identify, monitor, assess and manage key business risks.CompliantLink: ERM Framework
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 2.12
1. Board has a Board Charter that formalizes and clearly states its roles, responsibilities and accountabilities in carrying out its fiduciary duties.Compliant Link: Article 1, Corporate Governance Code
2. Board Charter serves as a guide to the directors in the performance of their functions.Compliant
3. Board Charter is publicly available and posted on the company's website.Compliant Link: Corporate Governance Code can be found on our website at www.generali.com.ph
Principle 3: 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, related party transactions, and other key corporate governance concerns, such as nomination and remuneration. The composition, functions and responsibilities of all committees established should be contained in a publicly available Committee Charter.
Recommendation 3.1
1. Board establishes board committees that focus on specific board functions to aid in the optimal performance of its roles and responsibilities.Compliant Link: GLAPI Corporate Governance Code

4.P.1. The Board of Directors may establish among its members one or more committees with proposing and consultative functions according to the terms stated below.

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Recommendation 3.2
1. 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 Link: Audit Committee TOR
2. Audit Committee is composed of at least three appropriately qualified non-executive directors, the majority of whom, including the Chairman is independent.Compliant
3. All the members of the committee have relevant background, knowledge, skills, and/or experience in the areas of accounting, auditing and finance.Compliant Link: Directors’ profiles for Audit Committee Members
4. The Chairman of the Audit Committee is not the Chairman of the Board or of any other committee.Non-Compliant GLAPI has four Board Sub-Committees and only two of five Directors are independent. Each Independent Director chairs two Committees each.
Recommendation 3.3
1. 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.CompliantLink: CG Committee TOR
2. Corporate Governance Committee is composed of at least three members, majority of whom should be independent directors.Compliant
3. Chairman of the Corporate Governance Committee is an independent director.Compliant
Recommendation 3.4
1. 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.CompliantLink: BRO Committee TOR
2. BROC is composed of at least three members, the majority of whom should be independent directors, including the Chairman.Compliant
3. The Chairman of the BROC is not the
Chairman of the Board or of another
committee.
Non-Compliant GLAPI has four Board Sub-Committees and only two of five Directors are independent. Each Independent Director chairs two Committees each.
4. At least one member of the BROC has relevant thorough knowledge and experience on risk and risk management
CompliantLink: BRO Committee TOR Please note that Generali has just started in 2016. The company is studying on the possibility of complying with this requirement given the fact that Generali is just a small company and has a few number of employees.

However, please be informed that Generali has its own risk committee that may fill up the requirements of a Board Risk Oversight Committee. Please see Article 7 of the Code of Corporate Governance.
Recommendation 3.5
1. The Board establishes a Related Party Transactions (RPT) Committee, which is tasked with reviewing all material related party transactions of the company.CompliantLink: RPT Committee TOR
2/. RPT Committee is composed of at least three non-executive directors, majority of whom should be independent, including the Chairman.Compliant
Recommendation 3.6
1. All established committees have a Committee Charters stating in plain terms their respective purposes, memberships, structures, operations, reporting process, resources and other relevant information.Compliant Link: TORs of Board Committees
2. Committee Charters provide standards for evaluating the performance of the Committees.Compliant
3. Committee Charters were fully disclosed on the company's website.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.
Recommendation 4.1
1. The Directors attends and actively participates in all meetings of the Board, Committees and shareholders in person or through tele videoconferencing conducted in accordance with the rules and regulations of the Commission.Compliant Link: Sec Cert of BOD Meetings with attendance for 2023
2. The directors review meeting materials for all Board and Committee meetings.Compliant Link: Corporate Governance Code

1.C.5. The Chairman of the Board of Directors shall ensure that the documentation relating to the agenda of the Board are made available to directors and statutory auditors in a timely manner prior to the Board meeting.

Link: Directives on System of Governance

5.2.1. The Senior Management supports the CEO in the performance of its mandate.

The Senior Management must timely inform the CEO and the Key Functions about any documented relation with the relevant supervisory authorities that could have a material impact on the Group Legal Entity and/or on AG, ensuring the correctness and completeness of the information, including the original communication from and to the supervisory authorities. GLAPI will follow its â€Supervisory Authorities and Regulators Requests and Inspections Operational Procedure’ in force from time to time.

The CEO must timely report this information to the Board of Directors of GLAPI and, at Group level,

xxx.
3. The directors ask the necessary questions or seek clarifications and explanations during the Board and Committee meetings.Compliant Link: GLAPI Corporate Governance Code

1. In carrying out their duties, the directors shall review the information received from the delegated bodies, ask the same for any clarifications, elaborations or supplements that are deemed necessary or appropriate for a complete and correct evaluation of the facts submitted to the review of the Board.
Recommendation 4.2
1. Non-executive directors concurrently serve as directors to a maximum of five Insurance Commission Regulated Entities (ICREs) and publicly-listed companies to ensure that they have sufficient time to fully prepare for meetings, challenge Management's proposals/views, and oversee the long-term strategy of the company.Compliant Link: Directors’ profiles
Recommendation 4.3
1. The directors notify the company's board where he/she is an incumbent director before accepting a directorship in another company.Compliant Link: Directors’ profiles
Principle 5: The board should endeavor to exercise an objective and independent judgment on all corporate affairs.
Recommendation 5.1
1. The Board is composed of at least twenty percent (20%) independent directors.Compliant Link: 2023 GIS
Recommendation 5.2
1. The independent directors possess all the necessary qualifications and none of the disqualifications to hold the position.CompliantLink: Fit & Proper

4.1 The (BOD) members shall provide to the Local General Counsel function all the necessary information in order to enable the competent body to carry out the checks and assessments required by the Local Fit & Proper policies xxx; the transmission of information by the members shall be made with proper terms and modalities in order to allow to carry out the checks and assessments and, in any case, in compliance with the applicable law and regulations and with Local Fit & Proper policies.
Recommendation 5.3
1. The independent directors serve for a maximum cumulative term of nine years.

As far as Insurance Companies are concerned, the foregoing term limit shall be reckoned from 02 January 2015 while the reckoning date for the Pre-Need Companies and Health Maintenance Organizations shall be from 21 September 2016.
For other covered entities, all previous terms served by existing Independent Directors prior to the effectivity of this Circular shall not be included in the application of the term limit prescribed in this item.		CompliantLink: GLAPI Code of Corporate Governance

3.C.1. The Board of Directors shall evaluate the independence of its non-executive members having regard more to the contents than to the form and keeping in mind that a director usually does not appear independent in the following events, to be considered merely as an example and not limited to:

xxx

If he/she was a director of the Company for more than nine years in the last twelve years;

Generali’s longest serving independent director has been with the Company for 7 years or since 2016.
2. The company bars an independent director from serving in such capacity after the term limit of nine years.Compliant
3. ln the instance that the company retains an independent director in the same capacity after nine years, the board submits to the Insurance Commission a formal written justification and seek shareholders' approval during the annual shareholders' meeting.Compliant
Recommendation 5.5
1. If the Chairman of the Board is not an independent director or where the roles of Chairman and CEO are being held by one person, the Board should designate a lead director among the independent directors.Compliant Link: GLAPI Code of Corporate Governance

Article 2. Within the Board of Directors, the figure of the Chairman, to whom law and practice entrust duties of organization of the Board’s works and to work in liaison with and between executive and non-executive directors, is of fundamental importance. The international best practice recommends to avoid the concentration of offices in one single individual without adequate counterbalances; in particular, the separation is often recommended of the roles of Chairman and Chief Executive Officer, the latter meant as a director who, by virtue of the delegations of powers received and the concrete exercise of these, is the main responsible officer for the management of the Company issuer (CEO).

The separation of the abovementioned roles may strengthen the characteristics of impartiality and balance that are required from the Chairman of the Board of Directors.
Recommendation 5.6
1. Directors with material interest in a transaction affecting the corporation should abstain from taking part in the deliberations for the same.Compliant Link: Directives on System of Governance

4.1 The “tone at the top” is the most important component of the control environment: members of the Board of Directors of GLAPI and all levels of management must lead by example and be committed towards openness, honesty, integrity, and ethical behavior. Therefore, they are duty-bound to apply high ethical standards, taking into account the interests of all stakeholders of GLAPI.
Recommendation 5.7
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 to ensure that proper checks and balances are in place within the corporation.CompliantLink: Sub-Committee TORs
2. The meetings are chaired by the lead independent director.Compliant
Principle 6: The best measure of the Board’s effectiveness is through an assessment process. The Board should regularly carry out evaluations to appraise its performance as a body, and assess whether it possesses the right mix of backgrounds and competencies.
Recommendation 6.1
1. The Board conducts an annual assessment of its performance as a whole.CompliantLink: Fit & Proper Policy

4.1 Fitness and independence evaluation. The AMSB (BOD) of GLAPI shall take collective decisions based on the contribution of each single member. Without prejudice to the requirements set forth by the applicable law and regulations, the members are not expected to possess, each of them individually, expert knowledge, competence and experience within all areas of the undertaking. However, the collective knowledge, competence and experience of the AMSB (BOD) considered as a whole have to provide for a sound and prudent management of the undertaking.

Therefore, the fitness of the AMSB’s (BOD) members shall be evaluated from both an individual (considering the contribution that each member can give to the collective decision) and collective perspective.

Xxx

In the event that they are not consistent, the AMSB (BOD) shall take the necessary measures to rectify this, including: a) amending the specific duties and roles assigned to the officers, including any delegated powers, in a manner consistent with the aforementioned objectives; b) defining and implementing appropriate training plans. If these measures are not adequate to restore the appropriate collective composition of the AMSB (BOD), the AMSB (BOD) itself shall make recommendations to the Shareholders' Meeting to overcome the identified shortcomings.

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The evaluation of the possession of the fitness and independence requirements by the AMSB’s (BOD) members shall be executed by the AMSB (BOD) itself

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• after the appointment of the AMSB (BOD) or of one or more of its members, and, in any case at least once a year,
• whenever a change in the composition of the AMSB (BOD) occurs due to any reason whatsoever (including, without limitation, in the event of replacement of one of the members of the AMSB(BOD)),

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2. The performance of the Chairman is assessed annually by the Board.Compliant
3. The performance of the individual member of the Board is assessed annually by the Board.Compliant
4. The performance of each Committee is assessed annually by the Board.Compliant
5. Every three years, the assessments are supported by an external facilitator.Non-CompliantGLAPI’s Corporate Governance Code is currently being revised to include this.
Recommendation 6.2
1. Board has in place a system that provides, at the minimum, criteria and process to determine the performance of the Board, individual directors and committees.CompliantLink: Fit & Proper Policy

7. The possession of fitness, independence and proper requirements by the Target Population must be periodically assessed by the competent function/corporate body of GLAPI according to the applicable law and regulations and by this Localized Group Policy, at least on an annual basis, taking into account the duties and responsibilities respectively allocated to them.

Link: Corporate Governance Code

9.P.1. The Board of Directors shall take initiatives aimed at promoting the broadest participation possible of the shareholders in the shareholders’ meeting and making easier the exercise of the shareholders’ rights.

9.P.2. The Board of Directors shall endeavor to develop a continuing dialogue with the shareholders based on the understanding of their reciprocal roles.
2. The system allows for a feedback mechanism from the shareholders.Compliant
Principle 7: Members of the Board are duty-bound to apply high ethical standards, taking into account the interests of all stakeholders.
Recommendation 7.1
1. 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 the company.Compliant Link: GLAPI Code of Conduct.

Link: Corporate Governance Code

1.C.4. xxx To this end, each director shall inform the Board, upon accepting his/her appointment, of any activities exercised in competition or in conflict with the Company and of any effective modifications that ensue. He/she must likewise abstain from participating in any matter that creates or might create a conflict between his/her interests and that of the Company’s.

Link: Directives on System of Governance

4.1 All persons who effectively run GLAPI must be at all times qualified and possess adequate professional skills, experience and knowledge to perform their activities.

A good reputation and the possession of integrity requirements are needed as well.

Link: Fit & Proper Policy

4. The (Board) must comply with the minimum fitness and independence requirements provided by this Localized Group Policy, as well as by local and regulatory legislation and more restrictive Local Fit & Proper policies in force from time to time, depending on the collective or individual responsibilities held. Moreover, the (Board) is expected to avoid activities that could create conflicts of interest or the appearance of conflicts of interest.
2. The Code is properly disseminated to the Board, senior management and employees.Compliant During pre-employment or pre-engagement the Code is properly given by the Human Resources Department to the employees and officers which, in turn, they have to make a conforme to it prior to employment.
3. The Code is disclosed and made available to the public through the company website.Compliant Link: GLAPI Code of Conduct. found on our website at www.generali.com.ph
Recommendation 7.2
1. Board ensures the proper and efficient implementation and monitoring of compliance with the Code of Business Conduct and Ethics.Compliant Link: Directives on System of Governance

4.1 Group Legal Entities must set a positive internal control environment. The control environment is the foundation for all other components of internal control, providing discipline and structure. It sets the tone of the organization, influencing and strengthening the control consciousness of Group employees.

It includes the integrity, ethical values, competence development of the personnel, management's philosophy and operating style, the way roles and responsibilities are assigned, the organization set-up and governance. The attention paid and directions provided by the Board of Directors of GLAPI are fundamental elements for a successful control environment.
2. Board ensures the proper and efficient implementation and monitoring of compliance with company internal policies.Compliant Link: GIRS Policy

4.1.4 Execution

Local AMSBs, Local CEOs (or equivalent) and Heads of Local Key Functions, as well as Heads of other Local Accountable Functions, in line with the Local system of governance, are responsible for ensuring the implementation of Local internal regulations, considering all the applicable implementing duties and deadline(s).

4.2 Monitoring

The Local AMSB, Local CEO, and Local Heads of Functions/ Heads of other Local Accountable Functions, in line with the Local system of governance, are responsible for continuously monitoring the implementation of Local internal regulations.

Disclosure and Transparency

Principle 8: The company should establish corporate disclosure policies and procedures that are practical and ln accordance with best practices and regulatory expectations.
Recommendation 8.1
COMPLIANT/
NON-COMPLIANT		ADDITIONAL INFORMATIONEXPLANATION
1. Board establishes corporate disclosure policies and procedures to ensure a comprehensive, accurate, reliable and timely report to shareholders and other stakeholders that gives a fair and complete picture of a company's financial condition, results and business operations.Compliant Please see Supervisory Reporting and Public Disclosure Group Policy.
Recommendation 8.3 (no 8.2 as per the document)
1. Board fully discloses all relevant and material information on individual board members to evaluate their experience and qualifications, and assess any potential conflicts of interest that might affect their judgment.CompliantLink: GLAPI Corporate Governance Code:

5. The procedure to be followed should ensure transparency and a balanced composition of the Board. In particular, it is appropriate that the slates of candidates for directors’ offices mention their eligibility, if any, to be qualified as such. The Board of Directors remains as the competent body for evaluating the independence of its own members.

Link: GLAPI System of Governance

4.1 Each member of the (Board) shall meet, among others, the expertise requirement set forth in the following provisions:

xxx

In carrying out the assessment the competent body shall consider whether the theoretical knowledge and practical experience is suitable with respect to: 1) the tasks relating to the role held by the corporate member and any specific functions or powers, including participation in committees; 2) the characteristics of the undertaking and of the group to which it may belong, in terms of, inter alia, size, complexity, kind of activities carried out and related risks, reference markets, countries in which it operates;

Link: Conflict of Interest Guideline

4.1 The Functions involved in the evaluation must verify if the conflict may endanger the interests and reputation of the Group and, if necessary, define appropriate remedial measures to prevent losses deriving from such conflict.
2. Board fully discloses all relevant and material information on key executives to evaluate their experience and qualifications, and assess any potential conflicts of interest that might affect their judgment.Compliant
Recommendation 8.4
1. Company provides a clear disclosure of its policies and procedure for setting Board remuneration, including the level and mix of the same in the Annual Corporate Governance Report consistent with ASEAN Corporate Governance Scorecard (ACGS) and the Revised Corporation Code.CompliantLink: Remunerations Policy

17. The current remuneration policy for all non-executive Directors (whether independent or not) establishes that remuneration must consist of a fixed component and of an attendance fee issued for each Board of Directors meeting attended, in addition to the reimbursement of expenses incurred by their attendance.

Link: System of Governance

4.1 Remuneration policies and practices must be established, implemented and maintained in line with the business carried out, the risk management strategy and practices, the risk profile, the objectives, the short-term and the long-term sustainable value creation and performance of GLAPI and shall incorporate measures aimed at avoiding conflicts of interest.

Link: GLAPI Corporate Governance Code

6.C.1. The policy for the remuneration of executive directors and other directors covering particular offices shall define guidelines on the issues and consistently with the criteria detailed below:

a) The non-variable component and the variable component are properly balanced according to the Company’s strategic objectives and risk management policy, taking into account the business sector in which it operates and the nature of the business carried out;

b) Upper limits for variable components shall be established;

c) The non-variable component shall be sufficient to reward the directors when the variable component was not delivered because of the failure to achieve the performance objectives specified by the Board of Directors;

d) The performance objectives – i.e. the economic performance and any other specific objectives to which the payment of variable components (including the objectives for the share-based compensation plans) is linked – shall be predetermined, measurable and linked to the creation of value for the shareholders in the medium-long term;

e) The payment of a significant portion of the variable component of the remuneration shall be deferred for an appropriate period of time; the amount of that portion and the length of that deferral shall be consistent with the characteristics of the Company’s business and associated risk profile;

f) Termination payments shall not exceed a fixed amount or fixed number of years of annual remuneration. Termination payments shall not be paid if the termination is due to inadequate performance.
2. Company provides a clear disclosure of its policies and procedure for setting Executive remuneration, including the level and mix of the same in the Annual Corporate Governance Report consistent with ASEAN Corporate Governance Scorecard (ACGS) and the Revised Corporation Code.CompliantLink: Remunerations Policy

16. The remuneration package, applicable to all the staff included in the Target Population belonging to the Control Functions regardless of whether they are Head/Responsible of Control Functions or GLG, shall consist of a fixed and variable component and fringe benefits.

Link: System of Governance

4.1 Remuneration policies and practices must be established, implemented and maintained in line with the business carried out, the risk management strategy and practices, the risk profile, the objectives, the short-term and the long-term sustainable value creation and performance of GLAPI and shall incorporate measures aimed at avoiding conflicts of interest.
3. Company discloses the remuneration on an individual basis, including termination and retirement provisions.Non-CompliantThe individual remunerations of GLAPI’s Directors, Officers and employees is treated with confidentiality.
Recommendation 8.5
1. Company discloses its policies governing Related Party Transactions (RPTs) and other unusual or infrequently occurring transactions.Compliant Link: RPT Policy

Section 2. The Intragroup Transactions Group Policy aims to establish an internal control and risk management framework that ensures that Intragroup Transactions are properly identified, measured, monitored, managed and reported xxx.

The aim is to avoid that Intragroup Transactions are executed in a manner to produce negative impact on Group solvency and on the solvency of insurance or reinsurance legal entities within the Group or can undermine the interests of policyholders and of those entitled to insurance benefits or to the interests of the insurance or reinsurance legal entities or to the interests of the Group.

Link: Corporate Governance Code

3.C.3. xxx

Independent directors shall not less than two in number. They shall, among others, review material/significant Related Party Transactions to determine whether they are in the best interests of the company and its shareholders.
2. Company discloses material or significant RPTs in its Annual Company Report or Annual Corporate Governance Report, reviewed and approved by the Board, and submitted for confirmation by majority vote of the stockholders in the annual stockholders' meeting during the year.Compliant Link: Annual Report
Recommendation 8.7
1. Company’s corporate governance policies, programs and procedures are contained in its Manual on Corporate Governance (MCG).CompliantLink: Corporate Governance Code
2. Company’s MCG is posted on its company website.CompliantCorporate Governance Code can be found on our website at www.generali.com.ph
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.
Recommendation 9.1
1. Audit Committee has a robust process for approving and recommending the appointment, reappointment, removal, and fees of the external auditors.CompliantLink: Audit Committee TOR
2. The appointment, reappointment, removal, and fees of the external auditor is recommended by the Audit Committee, approved by the Board and ratified by the shareholders.Compliant
3. For removal of the external auditor, the reasons for removal or change are disclosed to the regulators and the public through the company website and required disclosures.CompliantThis did not happen yet in Generali. However, if this happens, Generali will to abide by the recommendation in IC CL. No. 2020-71 and disclose to the regulatory bodies and the public through the company website and required disclosures.
Recommendation 9.2
1. Audit Committee Charter includes the Audit Committee's responsibility on:
  • assessing the integrity and independence of external auditors;

  • 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.

CompliantLink: Audit Committee TOR
2. Audit Committee Charter contains the Committee's responsibility on reviewing and monitoring the external auditor's suitability and effectiveness on an annual basis.CompliantLink: Audit Committee TOR
Recommendation 9.3
1. Company discloses the nature of non-audit services performed by its external auditor in the Annual Report to deal with the potential conflict of interest.CompliantGenerali did not utilize the non-audit services of its external auditor.
2. 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.CompliantLink: Audit Committee TOR
Principle 10: The company should ensure that the matters and reportable non-financial and sustainability issues are disclosed.
Recommendation 10.1
1. Board has a clear and focused policy on the disclosure of non-financial information, with emphasis on the management of economic, environmental, social and governance (EESG) issues of its business, which underpin sustainability.Compliant Please see EESG found on our website at www.generali.com.ph
2. Company adopts a globally recognized standard/framework in reporting sustainability and non-financial issues.Compliant Please see Annual Report
Principle 11: The company should maintain a comprehensive and cost-efficient communication channel for disseminating relevant information. This channel is crucial for informed decision-making investors, stakeholders and other interested users.
Recommendation 11.1
1. The company should have a website to ensure a comprehensive, cost efficient, transparent, and timely manner of disseminating relevant information to the public.CompliantLink: www.generali.com.ph

Internal Control System and Risk Management Framework

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 framework.
Recommendation 12.1
COMPLIANT/
NON-COMPLIANT		ADDITIONAL INFORMATIONEXPLANATION
1. Company has an adequate and effective internal control system in the conduct of its business.CompliantLink: Audit Policy

6.2 The Internal Audit Function will plan and carry out the activities following the Group Audit methodology. The scope of auditing encompasses (but is not limited to) the examination and evaluation of the adequacy and effectiveness of the organization’s governance, risk management, and internal control processes in relation to the organization’s defined goals and objectives.
2. Company has an adequate and effective enterprise risk management framework in the conduct of its business.CompliantLink: 2023 Risk Appetite Framework (RAF)
Recommendation 12.2
1. 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.CompliantLink: Audit Policy

3.2 The activity of the Internal Audit Function remains free from interference by any element in the organization, including matters of audit selection, scope, procedures, frequency, timing, or report content in order to ensure the necessary independent and objective mental attitude.
Recommendation 12.3
1. The company has a qualified Chief Audit Executive (CAE) appointed by the Board.CompliantLink: Profile of Josephine C. Mapula, Head of Internal Audit
2. CAE oversees and is responsible for the internal audit activity of the organization, including that portion that is outsourced to a third-party service provider.CompliantLink: Audit Policy

2.6 The Head of the Local Internal Audit Function manages the implementation of the Policy at local level and performs a gap analysis to identify any gaps/breaches in relation to the implementation duties.

4 The BOD and the Senior Management are accountable to ensure that the Head of the Internal Audit Function is promptly informed of any major potential or actual control failures, including:

those identified by external auditors, regulators or other external parties
3. ln case of a fully outsourced internal audit activity, qualified independent executive or senior management personnel is assigned the responsibility for managing the fully outsourced internal audit activity.CompliantGenerali has an in-house auditor.
Recommendation 12.4
1. The company has a separate risk management function to identify, assess and monitor key risk exposure.CompliantAs part of the Risk Management Function Organization, the Risk Management function has full access, in accordance with local laws and regulations, to all information, systems and documentation related to activities within the risk management scope.

The Local Chief Risk Officer may attend relevant BoD and Committee meetings (i.e., Internal Control Committee meetings) to raise risk related matters, whenever appropriate. The Local Risk Committee is owned by the Local Risk Chief Officer, in order to support the CEO in the implementation, maintenance and monitoring of the internal controls and risk management system.

In different policies there is defined the LCRO participation to different Committees meetings, as an example, the Local Chief Risk Officer attend the Product and Underwriting Committee as defined in the Life / P&C Underwriting and Reserve Policies

As a best practice, the Local Chief Risk Officer should attend the following Committee meetings are existing at local level:

âś“ Audit Committee
âś“ Balance Sheet Committee
âś“ Investment Committee
âś“ Control Functions Committee
âś“ Data Quality Committee
âś“ Security Committee
âś“ Outsourcing Committee
Recommendation 12.4
1. ln managing the company's Risk Management System, the company has a Chief Risk Officer (CRO), who is the ultimate champion of Enterprise Risk Management (ERM).CompliantPlease see the CV of Mariel Ponce, Chief Risk Officer
2. CRO has adequate authority, stature, resources and support to fulfill his/her responsibilities.CompliantMariel V. Ponce is a Senior Manager in Generali that has the adequate authority, stature, resources, and support.

Cultivating a Synergic Relationship with Shareholders

Principle 13: The company should treat all shareholders fairly and equitably, and also recognize, protect and facilitate the exercise of their rights.
Recommendation 13.1
COMPLIANT/
NON-COMPLIANT		ADDITIONAL INFORMATIONEXPLANATION
1. Board ensures that basic shareholder rights are disclosed in the Manual on Corporate Governance.Compliant Link: Code of Corporate Governance.

9.C.1. All the directors usually participate in the shareholders’ meetings. The shareholders’ meetings are also an opportunity for disclosing to the shareholders information concerning the Company. In particular, the Board of Directors shall report in the shareholders’ meeting the activity performed and planned and shall use its best efforts for ensuring that the shareholder receive adequate information about the necessary elements for them to adopt in an informed manner, the resolutions they are requested to make.
2. Board ensures that basic shareholder rights are disclosed on the company's website.Compliant Link: Code of Corporate Governance. can be found on our website at www.generali.com.ph
Recommendation 13.2
1. Board encourages active shareholder participation by sending the Notice of Annual and Special Shareholders' Meeting with sufficient and relevant information at least 21 days before the meetingCompliant Generali only has nominal shareholders who are also the directors. 99.9% of the shares are owned by Generali Asia N.V., which is represented through a proxy. Hence, notice by the board to shareholders may not be needed.
Recommendation 13.3
1. Board encourages active shareholder participation by making the result of the votes taken during the most recent Annual or Special Shareholders' Meeting publicly available the next working day.CompliantGenerali is wholly owned by a single shareholder.
2. Minutes of the Annual and Special Shareholders' Meetings are available on the company website within five (5) business days from the end of the meeting.CompliantMinutes of the meetings of shareholders are signed-off by the single shareholder of GLAPI
Recommendation 13.4
1. Board has an alternative dispute mechanism to resolve intra-corporate disputes in an amicable and effective mannerNon-Compliant
(Not Applicable) 		GLAPI is wholly owned by a single shareholder. Intra-corporate disputes is not possible.
2. The alternative dispute mechanism is included in the company’s Manual of Corporate Governance. Non-Compliant
(Not Applicable) 		GLAPI is wholly owned by a single shareholder. Intra-corporate disputes is not possible.

Duties to Stakeholders

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.
Recommendation 14.1
COMPLIANT/
NON-COMPLIANT		ADDITIONAL INFORMATIONEXPLANATION
1. Board identifies the company's various stakeholders and promotes cooperation between them and the company in creating wealth, growth and sustainabilityNon-Compliant
(Not Applicable) 		GLAPI is wholly owned by a single shareholder.
Recommendation 14.2
1. Board establishes clear policies and programs to provide a mechanism on the fair treatment and protection of stakeholders.CompliantLink: Code of Conduct
03. Fair conduct of business

The Group conducts business in compliance with law, internal regulations and professional ethics.

Employees must behave fairly and honestly, observing applicable law, internal regulations, the provisions of this Code and of the implementing regulations and the Group’s sustainability commitments.
Recommendation 14.3
1. Board adopts a transparent framework and process that allow stakeholders to communicate with the company and to obtain redress for the violation of their rights,CompliantLink: Code of Corporate Governance

9.C.3. The Board of Directors should submit for approval of the shareholders the rules of procedure to be followed in order to permit an orderly and effective conduct of the shareholders’ meetings of the Company, emphasizing on the right of each shareholder to express his or her opinion on the matters under discussion.
Principle 15: A mechanism for employee participation should be developed to create a symbiotic environment, realize the company's goals and participate in its corporate governance processes.
Recommendation 15.1
1. Board establishes policies, programs and procedures that encourage employees to actively participate in the realization of the company's goals and in its governance.CompliantLink: Code of Conduct

02. Duty to comply

All Employees are responsible for knowing and observing this Code and the other internal regulations relevant to their particular tasks and activities.

Employees must attend introductory and refresher training programs.
Recommendation 15.2
1. Board sets the tone and makes a stand against corrupt practices by adopting an anticorruption policy and program in its Code of Conduct.CompliantLink: Code of Conduct

03. Anti-bribery and anti-corruption

The Group condemns and combats all forms of bribery and corruption. Employees must conduct business in an honest and ethical way.

Any form of corruption, including bribery and extortion, is not tolerated. Thus, Employees must abstain from offering or accepting undue payments, gifts, entertainment or other benefits.

It is always forbidden to promise, give or receive gifts in the form of cash or equivalent payment methods, or any other kind of negotiable securities.
2. Board disseminates the policy and program to employees across the organization through trainings to embed them in the company's culture.CompliantLink: Code of Conduct

02. Duty to comply

All Employees are responsible for knowing and observing this Code and the other internal regulations relevant to their particular tasks and activities.
Employees must attend introductory and refresher training programs.

Link: Compliance Training Group Guideline

2.1 Requiring all employees to receive training regularly on their compliance responsibilities gives everyone an active role in creating and maintaining a productive, ethical and respectful workplace.
Recommendation 15.3
1. Board establishes a suitable framework for whistleblowing that allows employees to freely communicate their concerns about illegal or unethical practices, without fear of retaliation.CompliantLink: Reporting Concerns and Anti-Retaliation Guideline

3.1 The whistleblowing process provides safe and confidential channels for reporting any Concerns and it is designed to facilitate the detection and management of violations of our Code of Conduct (e.g., harassment, discrimination, mobbing) which could affect the single Employee and the work environment.

4. Any form of Retaliation, including vexatious, will be subject to penalties up to employment termination. Generali Group and GLAPI shield the Employee against Retaliation even if the Concerns raised in good faith are not confirmed following an investigation.
2. 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.CompliantLink: Reporting Concerns and Anti-Retaliation Guideline

3.3 When the Reporting Person is comfortable in sharing his/ her Concern with his/ her direct manager or with the HR Function and they could solve the potential issue without any conflict of interests, it is recommended to report the Concern to them.

If the Reporting Person is, for any reason, not comfortable to share his/ her Concern with his/ her direct manager or the HR Function, or if he/ she consider the Concern significant or it was not properly managed, he/ she should contact a Compliance Officer at Local (GLAPIcompliance@generali.com.ph) or Group Level.
3. Board supervises and ensures the enforcement of the whistleblowing frameworkCompliantLink: Reporting Concerns and Anti-Retaliation Guideline

4 Any form of Retaliation, including vexatious, will be subject to penalties up to employment termination. Generali Group and GLAPI shield the Employee against Retaliation even if the Concerns raised in good faith are not confirmed following an investigation.
Principle 16: The company should be socially responsible in all its dealings with the communities where 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.
Recommendation 16.1
1. 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.CompliantLink: Code of Conduct

03. Sustainability

The Group aims at contributing to economic and social development based on the respect for fundamental human and labor rights and the protection of the environment. The Group promotes a culture of sustainability throughout its spheres of influence, specifically among its employees, customers and suppliers.
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