MPII - Google Drive


1		M Pioneer Insurance Inc. (formerly Republic Surety and Insurance Company, Inc.		COMPANY STRUCTURE:
2	FINANCIAL YEAR END	2018		○ Class 1	◙ Class 3
3	SECTOR			○ Class 2	○ Class 4
4	A. Rights of Shareholders
5	A.1	Basic Shareholder Rights		Y/ N	Reference/Source Document
6	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 shareholders at general meetings for final dividends?	OECD Principle II: The Rights of Shareholders and Key Ownership Functions (A) Basic shareholder rights should include the right to, amongst others: (6) share in the profits of the corporation.	Y	"DECLARATION OF STOCK DIVIDEND The President reported the stock dividend declaration by Board of Directors in compliance with the minimum capitalization requirement of the Department of Finance Order No. 27- 2006 of One Hundred Seventy Five Million Pesos (Php 175,000,000.00) by the end of 2011 for ratification by the stockholders. Upon motion duly made and seconded, the stockholders approved the following resolutions: RESOLVED, as it is hereby resolved, that the stockholders of Republic Surety and Insurance Company, Incorporated (the ‘’Company’’) authorize, as it hereby authorizes, the Company to declare stock dividends consisting of Five Hundred Thousand (500,000) shares at One Hundred Pesos (Php 100.00) per share, payable out of the unrestricted retained earnings of the company as of November 30, 2011, and payable to all stockholders of record as of such date.''
7					Stockholders Meeting
8
9
10	A.2	Right to participate in decisions concerning fundamental corporate changes.
11		Do shareholders have the right to participate in:
12	A.2.1	Amendments to the company's constitution?	OECD Principle II (B) Shareholders should have the right to participate in, and to be sufficiently informed on, decisions concerning fundamental corporate changes such as: (1) amendments to the statutes, or articles of incorporation or similar governing documents of the company.	Y	DEFAULT
13	A.2.2	The authorisation of additional shares?	OECD Principle II (B): (2) the authorisation of additional shares.	Y	DEFAULT
14	A.2.3	The transfer of all or substantially all assets, which in effect results in the sale of the company?	OECD Principle II.(B): (3) extraordinary transactions, including the transfer of all or substantially all assets, that in effect result in the sale of the company.	Y	DEFAULT
15
16
17	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.
18	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?	OECD Principle II (C): (3) Effective shareholder participation in key corporate governance decisions, such as the nomination and election of board members, should be facilitated. Shareholders should be able to make their views known on the remuneration policy for board members and key executives. The equity component of compensation schemes for board members and employees should be subject to shareholder approval.	Y	DEFAULT
19	A.3.2	Does the company provide non-controlling shareholders a right to nominate candidates for board of directors/commissioners?		Y	By-Laws Article 1, Section 6, states: Except as otherwise provided by law, each stockholder of record shall be entitled at every meeting of stockholders to one (1) vote for each share of stock..
20	A.3.2			Y	View By-Laws
21	A.3.3	Does the company allow shareholders to elect directors/commissioners individually?		Y	1.0 Voting Right Stockholders shall have the right to elect, remove and replace directors and vote on certain corporate acts in accordance with the Corporation Code. Cumulative voting shall be used in the election of directors.
22	A.3.3			Y	Corp Gov Manual, page 30
23	A.3.4	Does the company disclose the voting and vote tabulation procedures used, declaring both before the meeting proceeds?	OECD Principle II (C): Shareholders should have the opportunity to participate effectively and vote in general shareholder meetings and should be informed of the rules, including voting procedures, that govern general shareholder meetings.	Y	The Chariman opened the table for nominations to the Board of Directors,.. to serve fo rthe ensuing year..
24	A.3.4			Y	Minutes of the Annual Meeting of Stockholders
25	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?	OECD Principle II (C): (2) Shareholders should have the opportunity to ask questions to the board, including questions relating to the annual external audit, to place items on the agenda of general meetings, and to propose resolutions, subject to reasonable limitations.	Y	The Chairman informed the stockholders that copies of the audited financial statements (AFS) as at and for the year ended December 31, 2019 were earlier distributed and approved by the Board of Directors. He inquired from the body whether there were any questions on the AFS..
26	A.3.5			Y	Minutes of the Annual Meeting of Stockholders
27	A.3.6	Do the minutes of the most recent AGM record questions and answers?		Y	The Chairman informed the stockholders that copies of the audited financial statements (AFS) as at and for the year ended December 31, 2019 were earlier distributed and approved by the Board of Directors. He inquired from the body whether there were any questions on the AFS. No question was raised. Upon motion made by Ms. Betty Siy-yap and seconded Mr. Vitaliano N. Nanagas II, the stockholders approved and adopted the following resolution: "Resolved, that the stockholders of M Pioneer Insurance Inc. hereby approve, confirm and authorize the issuance of the Corporation's audited financial statements as at and for the year ended December 31, 2019."
28	A.3.6			Y	Minutes of the Annual Meeting of Stockholders
29	A.3.7	Does the disclosure of the outcome of the most recent AGM include resolution(s)?		Y	The Chairman informed the stockholders that copies of the audited financial statements (AFS) as at and for the year ended December 31, 2019 were earlier distributed and approved by the Board of Directors. He inquired from the body whether there were any questions on the AFS. No question was raised. Upon motion made by Ms. Betty Siy-yap and seconded Mr. Vitaliano N. Nanagas II, the stockholders approved and adopted the following resolution: "Resolved, that the stockholders of M Pioneer Insurance Inc. hereby approve, confirm and authorize the issuance of the Corporation's audited financial statements as at and for the year ended December 31, 2019."
30	A.3.7			Y	Minutes of the Annual Meeting of Stockholders
31	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?		Y	The Chairman opened the table for nominations to the Board of Directors, composed of nine (9) members..
32	A.3.8			Y	Minutes of the Annual Meeting of Stockholders
33	A.3.9	Does the company disclose the list of board members who attended the most recent AGM?	OECD Principle II (C); and ICGN 2.4.2: All directors need to be able to allocate sufficient time to the board to perform their responsibilities effectively, including allowing some leeway for occasions when greater than usual time demands are made.	Y	Ms. Ma. Bertola D. Medialdea nominated the following stockholders to the Company's Boad of Directors, namely: 1. Mr. David C. Coyukiat 2. Mr. Gerardo P. Castaneda 3. Mr. Lorenzo O. Chan, Jr. 4. Ma. Ma. Bertola D. Medialdea 5. Mr. Vitaliano N. Nanagas II 6. Atty. Ray C. Espinosa 7. Ms. Betty Siy-Yap 8. Atty. William S. Pamintuan; and
34	A.3.9			Y	Minutes of the Annual Meeting of Stockholders
35	A.3.10	Did the chairman of the board of directors/commissioners attend the most recent AGM?		Y	CALL TO ORDER The Chairman, Mr. Ray C. Espinosa, called the meeting to order and presided over the same. The minutes of the proceedings was recorded by the Corporate Secretary.
36	A.3.10			Y	Minutes of the Annual Meeting of Stockholders
37	A.3.11	Did the CEO/Managing Director/President attend the most recent AGM?		Y	ELECTION OF DIRECTORS The next item of business was the election of directors. The Chairman called for nominations and the following stockholders of the corporation were nominated: 1. Mr. Ronnie L. Aperocho 2. Mr. Pedro P. Benedicto, Jr. 3. Mr. Ruben B. Benosa 4. Ms. Nadinee S. Chua 5. Ms. Melissa V. Vergel de Dios 6. Ms. Ana Marie C. Lerms 7. Ms. Ivanna G. dela Pena 8. Mr. Oscar S. Reyes 9. Ms. Betty C. Siy-Yap
38	A.3.11			Y	Minutes of the Annual Meeting of Stockholders
39	A.3.12	Did the chairman of the Audit Committee attend the most recent AGM?		Y	ELECTION OF DIRECTORS The next item of business was the election of directors. The Chairman called for nominations and the following stockholders of the corporation were nominated: 1. Mr. David C. Coyukiat 2. Mr. Gerardo P. Castaneda 3. Mr. Lorenzo O. Chan, Jr. 4. Mrs. Ma. Bertola D. Medialdea 5. Mr. Vitaliano N. Nanagas II 6. Atty. Ray C. Espinosa 7. Ms. Betty C. Siy-Yap 8. Atty. William S. Pamintuan 9. Mr. Arsenio Benjamin E. Santos
40	A.3.12			Y	Minutes of the Annual Meeting of Stockholders
41	A.3.13	Did the company organise their most recent AGM in an easy to reach location?	OECD Principle II (C)	Y	The Annual Meeting of Stockholders of M Pioneer Insurance Inc. was held on ______________ at 3:00pm, ManCom Room, 14th Floor, Lopez Building, Ortigas Ave. Pasig City
42	A.3.13		OECD Principle II (C)	Y	Minutes of the Annual Meeting of Stockholders
43	A.3.14	Does the company allow for voting in absentia?	OECD Principle II (C): (4) Shareholders should be able to vote in person or in absentia, and equal effect should be given to votes whether cast in person or in absentia.	Y	DEFAULT
44	A.3.15	Did the company vote by poll (as opposed to by show of hands) for all resolutions at the most recent AGM?	OECD Principle II (C)	N
45	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?	OECD Principle II (C)	N
46	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?	OECD Principle II (C): (1) Shareholders should be furnished with sufficient and timely information concerning the date, location and agenda of general meetings, as well as full and timely information regarding the issues to be decided at the meeting.	N
47	A.3.18	Do companies provide at least 21 days notice for all resolutions?		N
48	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?		N
49
50
51	A.4	Markets for corporate control should be allowed to function in an efficient and transparent manner.
52	A.4.1	In cases of mergers, acquisitions and/or takeovers requiring shareholders approval, does the board of directors/commissioners of the offeree company appoint an independent party to evaluate the fairness of the transaction price?	OECD Principle II (E): Markets for corporate control should be allowed to function in an efficient and transparent manner. (1) The rules and procedures governing the acquisition of corporate control in the capital markets, and extraordinary transactions such as mergers, and sales of substantial portions of corporate assets, should be clearly articulated and disclosed so that investors understand their rights and recourse. Transactions should occur at transparent prices and under fair conditions that protect the rights of all shareholders according to their class.	N/A
53
54
55	A.5	The exercise of ownership rights by all shareholders, including institutional investors, should be facilitated.
56	A.5.1	Does the Company publicly disclose policy/practice to encourage shareholders including institutional shareholders to attend the general meetings or engagement with the Company?	OECD Principle II (F): The exercise of ownership rights by all shareholders, including institutional investors, should be facilitated.	N/A
57
58
59
60
61
62
63
64
65
66
67
68
69
70
71
72
73
74
75
76
77
78
79
80
81
82
83
84
85
86
87
88
89
90
91
92
93
94
95
96
97
98
99
100
101
102
103
104
105
106
107
108
109
110
111
112
113
114
115
116
117
118
119
120
121
122
123
124
125
126
127
128
129
130
131
132
133
134
135
136
137
138
139
140
141
142
143
144
145
146
147
148
149
150
151
152
153
154
155
156
157
158
159
160
161
162
163
164
165
166
167
168
169
170
171
172
173
174
175
176
177
178
179
180
181
182
183
184
185
186
187
188
189
190
191
192
193
194
195
196
197
198
199
200
201
202
203
204
205
206
207
208
209
210
211
212
213
214
215
216
217
218
219
220
221
222
223
224
225
226
227
228
229
230
231
232
233
234
235
236
237
238
239
240
241
242
243
244
245
246
247
248
249
250
251
252
253
254
255
256
257
258
259
260
261
262
263
264
265
266
267
268
269
270
271
272
273
274
275
276
277
278
279
280
281
282
283
284
285
286
287
288
289
290
291
292
293
294
295
296
297
298
299
300
301
302
303
304
305
306
307
308
309
310
311
312
313
314
315
316
317
318
319
320
321
322
323
324
325
326
327
328
329
330
331
332
333
334
335
336
337
338
339
340
341
342
343
344
345
346
347
348
349
350
351
352
353
354
355
356
357
358
359
360
361
362
363
364
365
366
367
368
369
370
371
372
373
374
375
376
377
378
379
380
381
382
383
384
385
386
387
388
389
390
391
392
393
394
395
396
397
398
399
400
401
402
403
404
405
406
407
408
409
410
411
412
413
414
415
416
417
418
419
420
421
422
423
424
425
426
427
428
429
430
431
432
433
434
435
436
437
438
439
440
441
442
443
444
445
446
447
448
449
450
451
452
453
454
455
456
457
458
459
460
461
462
463
464
465
466
467
468
469
470
471
472
473
474
475
476
477
478
479
480
481
482
483
484
485
486
487
488
489
490
491
492
493
494
495
496
497
498
499
500
501
502
503
504
505
506
507
508
509
510
511
512
513
514
515
516
517
518
519
520
521
522
523
524
525
526
527
528
529
530
531
532
533
534
535
536
537
538
539
540
541
542
543
544
545
546
547
548
549
550
551
552
553
554
555
556
557
558
559
560
561
562
563
564
565
566
567
568
569
570
571
572
573
574
575
576
577
578
579
580
581
582
583
584
585
586
587
588
589
590
591
592
593
594
595
596
597
598
599
600
601
602
603
604
605
606
607
608
609
610
611
612
613
614
615
616
617
618
619
620
621
622
623
624
625
626
627
628
629
630
631
632
633
634
635
636
637
638
639
640
641
642
643
644
645
646
647
648
649
650
651
652
653
654
655
656
657
658
659
660
661
662
663
664
665
666
667
668
669
670
671
672
673
674
675
676
677
678
679
680
681
682
683
684
685
686
687
688
689
690
691
692
693
694
695
696
697
698
699
700
701
702
703
704
705
706
707
708
709
710
711
712
713
714
715
716
717
718
719
720
721
722
723
724
725
726
727
728
729
730
731
732
733
734
735
736
737
738
739
740
741
742
743
744
745
746
747
748
749
750
751
752
753
754
755
756
757
758
759
760
761
762
763
764
765
766
767
768
769
770
771
772
773
774
775
776
777
778
779
780
781
782
783
784
785
786
787
788
789
790
791
792
793
794
795
796
797
798
799
800
801
802
803
804
805
806
807
808
809
810
811
812
813
814
815
816
817
818
819
820
821
822
823
824
825
826
827
828
829
830
831
832
833
834
835
836
837
838
839
840
841
842
843
844
845
846
847
848
849
850
851
852
853
854
855
856
857
858
859
860
861
862
863
864
865
866
867
868
869
870
871
872
873
874
875
876
877
878
879
880
881
882
883
884
885
886
887
888
889
890
891
892
893
894
895
896
897
898
899
900
901
902
903
904
905
906
907
908
909
910
911
912
913
914
915
916
917
918
919
920
921
922
923
924
925
926
927
928
929
930
931
932
933
934
935
936
937
938
939
940
941
942
943
944
945
946
947
948
949
950
951
952
953
954
955
956
957
958
959
960
961
962
963
964
965
966
967
968
969
970
971
972
973
974
975
976
977
978
979
980
981
982
983
984
985
986
987
988
989
990
991
992
993
994
995
996
997
998
999
1000
1001
1002
1003
1004
1005
1006
1007
1008
1009
1010
1011
1012
1013


1	B.1	Shares and voting rights		Y/ N	Reference/Source Document
2	B.1.1	Do the company's ordinary or common shares have one vote for one share?	OECD Principle III (A) All shareholders of the same series of a class should be treated equally. (1) Within any series of a class, all shares should carry the same rights. All investors should be able to obtain information about the rights attached to all series and classes of shares before they purchase. Any changes in voting rights should be subject to approval by those classes of shares which are negatively affected. ICGN 8.3.1 Unequal voting rights Companies ordinary or common shares should feature one vote for one share. Divergence from a 'one-share, one-vote' standard which gives certain shareholders power which is disproportionate to their equity ownership should be both disclosed and justified.	Y	DEFAULT
3	B.1.2	Where the company has more than one class of shares, does the company publicise the voting rights attached to each class of shares (e.g. through the company website / reports/ the stock exchange/ the regulator's website)?		Y	DEFAULT
4
5
6	B.2	Notice of AGM
7	B.2.1	Does each resolution in the most recent AGM deal with only one item, i.e., there is no bundling of several items into the same resolution?	OECD Principle II (C) Shareholders should have the opportunity to participate effectively and vote in general shareholder meetings and should be informed of the rules, including voting procedures, that govern shareholder meetings: (1) Shareholders should be furnished with sufficient and timely information concerning the date, location and agenda of general meetings, as well as full and timely information regarding the issues to be decided at the meeting. (3) Effective shareholder participation in key corporate governance decisions, such as the nomination and election of board members, should be facilitated.	Y	The Chairman stated that copies of the audited financial statements for the period ended December 31, 2018 were distributed to the stockholders prior to this meeting. He then asked if there were any questions on the financial statements of the Company and there being none, upon motion made and seconded, the stockholders approved and adopted the following resolution: RESOLVED, that the Board of Directors of M Pioneer Insurance, Inc. formerly Republic Surety and Insurance Company, Incorporated (the „‟Corporation‟) hereby approves, confirms and authorizes the issuance of the Corporation’s audited financial statements for the period ended December 31, 2018.''
8	B.2.1			Y	Minutes of the Annual Meeting of Stockholders
9	B.2.2	Are the company's notice of the most recent AGM/circulars fully translated into English and published on the same date as the local-language version?		Y	M Pioneer’s Notice of the 2019 Annual Meeting of the Stockholders uses the English language only.
10	B.2.2			Y	Minutes of the Annual Meeting of Stockholders
11	Does the notice of AGM/circulars have the following details:
12	B.2.3	Are the profiles of directors/commissioners ( at least age, academic qualification, date of first appointment, experience, and directorships in other listed companies) in seeking election/re-election included?	OECD Principle II (A) All shareholders of the same series of a class should be treat equally. (4) Impediments to cross border voting should be eliminated. ICGN 8.3.2 Shareholder participation in governance Shareholders should have the right to participate in key corporate governance decisions, such as the right to nominate, appoint and remove directors in an individual basis and also the right to appoint external auditor. ICGN 8.4.1 Shareholder ownership rights The exercise of ownership rights by all shareholders should be facilitated, including giving shareholders timely and adequate notice of all matters proposed for shareholder vote.	N
13	B.2.4	Are the auditors seeking appointment/re-appointment clearly identified?		Y	APPOINTMENT OF EXTERNAL AUDITORS The next item of business was the appointment of the external auditors of the corporation. Whereupon, on motion duly made and seconded, it was unanimously – RESOLVED, that the accounting firm of SGV & Co., is hereby appointed as the corporation’s External Auditors.
14	B.2.4			Y	Minutes of the Annual Meeting of Stockholders
15	B.2.5	Has an explanation of the dividend policy been provided?		Y	The President reported the stock dividend declaration by Board of Directors in compliance with the minimum capitalization requirement of the Department of Finance Order No. 27-2006 of One Hundred Seventy Five Million Pesos (Php 175,000,000.00) by the end of 2011 for ratification by the stockholders. Upon motion duly made and seconded, the stockholders approved the following resolutions: RESOLVED, as it is hereby resolved, that the stockholders of Republic Surety and Insurance Company, Incorporated (the ‘’Company’’) authorize,...
16	B.2.5	Has an explanation of the dividend policy been provided?		Y	2011 Stockholders Minutes of the Meeting, page 2
17	B.2.6	Is the amount payable for final dividends disclosed?		Y	The President reported the stock dividend declaration by Board of Directors in compliance with the minimum capitalization requirement of the Department of Finance Order No. 27-2006 of One Hundred Seventy Five Million Pesos (Php 175,000,000.00) by the end of 2011 for ratification by the stockholders. Upon motion duly made and seconded, the stockholders approved the following resolutions: RESOLVED, as it is hereby resolved, that the stockholders of Republic Surety and Insurance Company, Incorporated (the ‘’Company’’) authorize,...
18	B.2.6	Is the amount payable for final dividends disclosed?		Y	2011 Stockholders Minutes of the Meeting
19	B.2.7	Were the proxy documents made easily available?		Y
20
21
22	B.3	Insider trading and abusive self-dealing should be prohibited.
23	B.3.1	Does the company have policies and/or rules prohibiting directors/commissioners and employees to benefit from knowledge which is not generally available to the market?	OECD Principle III (B) Insider trading and abusive dealing should be prohibited ICGN 3.5 Employee share dealing Companies should have clear rules regarding any trading by directors and employees in the company's own securities. Among other issues, these must seek to ensure individuals do not benefit from knowledge which is not generally available to the market. ICGN 8.5 Shareholder rights of action ... Minority shareholders should be afforded protection and remedies against abusive or oppressive conduct.	Y	DEFAULT
24	B.3.2	Are the directors / commissioners required to report their dealings in company shares within 3 business days?		N
25
26
27	B.4	Related party transactions by directors and key executives.
28	B.4.1	Does the company have a policy requiring directors /commissioners to disclose their interest in transactions and any other conflicts of interest?	OECD Principle III (C) Members of the board and key executives should be required to disclose to the board whether they, directly, indirectly or on behalf of third parties, have a material interest in any transaction or matter directly affecting the corporation. ICGN 2.11.1 Related party transactions Companies should have a process for reviewing and monitoring any related party transaction. A committee of independent directors should review significant related party transactions to determine whether they are in the best interests of the company and if so to determine what terms are fair. ICGN 2.11.2 Director conflicts of interest Companies should have a process for identifying and managing conflicts of interest directors may have. If a director has an interest in a matter under consideration by the board, then the director should not participate in those discussions and the board should follow any further appropriate processes. Individual directors should be conscious of shareholder and public perceptions and seek to avoid situations where there might be an appearance of a conflict of interest.	Y	DEFAULT
29	B.4.2	Does the company have a policy requiring a committee of independent directors/commissioners to review material/significant RPTs to determine whether they are in the best interests of the company and shareholders?		Y	6.2. The Board’s internal control mechanisms for the Board’s oversight responsibility may include: (Page 10) f. Review of the Company’s personnel and human resource policies and sufficiency, conflict of interest situations, changes in the compensation plan for employees and succession plan for officers and management. 7.0 Related Party Transactions (Page 29-30) 1 a. Overlapping interests in the insurance entity shall be disclosed to the Board and any material transaction involving such interests shall be similarly disclosed. b. Related party transaction shall be conducted in terms that are at least comparable to normal commercial practices to safeguard the best interest of the insurance corporation, its policyholders, creditors and claimants. In all cases, the provision of Title 20 , Chapter III of the Insurance Code shall be complied with. c. Related party transactions shall be disclosed fully to the Board. Prior Board approval shall be obtained for related party transaction that are material in nature
30	B.4.2				Corporate Governance Manual, page 10
31	B.4.3	Does the company have a policy requiring board members (directors/commissioners) to abstain from participating in the board discussion on a particular agenda when they are conflicted?		Y	DEFAULT
32	B.4.4	Does the company have policies on loans to directors and commissioners either forbidding this practice or ensuring that they are being conducted at arm's length basis and at market rates?		Y	DEFAULT
33
34
35	B.5	Protecting minority shareholders from abusive actions
36	B.5.1	Were there any RPTs that can be classified as financial assistance to entities other than wholly-owned subsidiary companies?	OECD Principle III (A) All shareholders of the same series of a class should be treated equally. (2) Minority shareholders should be protected from abusive actions by, or in the interest of, controlling shareholders acting either directly or indirectly, and should have effective means of redress. ICGN 2.11.1 Related party transactions Companies should have a process for reviewing and monitoring any related party transaction. A committee of independent directors should review significant related party transactions to determine whether they are in the best interests of the company and if so to determine what terms are fair. ICGN 2.11.2 Director conflicts of interest Companies should have a process for identifying and managing conflicts of interest directors may have. If a director has an interest in a matter under consideration by the board, then the director should not participate in those discussions and the board should follow any further appropriate processes. Individual directors should be conscious of shareholder and public perceptions and seek to avoid situations where there might be an appearance of a conflict of interest.	N
37	B.5.2	Does the company disclose that RPTs are conducted in such a way to ensure that they are fair and at arms' length?	ICGN 8.5 Shareholder rights of action Shareholders should be afforded rights of action and remedies which are readily accessible in order to redress conduct of company which treats them inequitably. Minority shareholders should be afforded protection and remedies against abusive or oppressive conduct.	Y	RELATED PARTY TRANSACTION AND RELATIONSHIPS Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or common significant influence.
38	B.5.2			Y	Corporate Governance Manual, page 10
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
60
61
62
63
64
65
66
67
68
69
70
71
72
73
74
75
76
77
78
79
80
81
82
83
84
85
86
87
88
89
90
91
92
93
94
95
96
97
98
99
100
101
102
103
104
105
106
107
108
109
110
111
112
113
114
115
116
117
118
119
120
121
122
123
124
125
126
127
128
129
130
131
132
133
134
135
136
137
138
139
140
141
142
143
144
145
146
147
148
149
150
151
152
153
154
155
156
157
158
159
160
161
162
163
164
165
166
167
168
169
170
171
172
173
174
175
176
177
178
179
180
181
182
183
184
185
186
187
188
189
190
191
192
193
194
195
196
197
198
199
200
201
202
203
204
205
206
207
208
209
210
211
212
213
214
215
216
217
218
219
220
221
222
223
224
225
226
227
228
229
230
231
232
233
234
235
236
237
238
239
240
241
242
243
244
245
246
247
248
249
250
251
252
253
254
255
256
257
258
259
260
261
262
263
264
265
266
267
268
269
270
271
272
273
274
275
276
277
278
279
280
281
282
283
284
285
286
287
288
289
290
291
292
293
294
295
296
297
298
299
300
301
302
303
304
305
306
307
308
309
310
311
312
313
314
315
316
317
318
319
320
321
322
323
324
325
326
327
328
329
330
331
332
333