COVER SHEET A 2 0 0 1 0 1 6 3 1 SEC Registration Number I - R E M I T , I N C . A N D S U B S I D I A R I E S (Company’s Full Name) 2 6 / F D i s c o v e r y n u e , O r t i g a s C e n t r e , C e n t e r , 2 5 P a s i g A D B A v e C i t y (Business Address: No. Street City/Town/Province) (02) 706 – 9999 Local 100/105/109 Mr. HARRIS E. D. JACILDO (Contact Person) (Company Telephone Number) LETTER 1 2 3 1 Month Day (Fiscal Year) 0 7 (Form Type) Month Day (Annual Meeting) (Secondary License Type, If Applicable) Dept. Requiring this Doc. Amended Articles Number/Section Total Amount of Borrowings Total No. of Stockholders Domestic Foreign To be accomplished by SEC Personnel concerned File Number LCU Document ID Cashier STAMPS Remarks: Please use BLACK ink for scanning purposes. 1 www.myiremit.com 30 January 2014 SECURITIES AND EXCHANGE COMMISSION SEC Building EDSA, Greenhills Mandaluyong City, Metro Manila Attention ATTY. JUSTINA F. CALLANGAN Acting Director, Corporate Governance & Finance Dept. Gentlemen: In compliance with the SEC Memorandum Circular No.1, Series of 2014, we are submitting herewith the changes and updates to the Annual Corporate Governance Report of I-Remit, Inc. that are annexed hereto. ITZGERALD S. DUBA ,.' First Vice President , & Compliance Officer D. JACILDO Chief Operating Officer Enclosure: a/s I-Remit, Inc. 26/F Discovery Centre, 25 ADB Avenue, Ortigas Center, Pasig City 1605 Philippines Telephone: (632) 706-9999 and (632) 706-2737 Facsimile: (632) 706-2767 Annex CHANGES AND UPDATES IN SEC FORM – ACGR ANNUAL CORPORATE GOVERNANCE REPORT A. BOARD MATTERS 1) Board of Directors (a) Composition of the Board Complete the table below with information on the Board of Directors Director’s Name Calixto V. Chikiamco NED Bansan C. Choa ED Armin V. Demetillo NED Gilbert C. Gaw NED Harris E. D. Jacildo ED Jose Joel Y. Pusta ID A. Bayani K. Tan Type, Executive (ED), NonExecutive (NED) or Independent Director (ID) NED If nominee, identify the principal JTKC Equities, Inc./STAR Equities Inc. Surewell Equities, Inc. JTKC Equities, Inc./STAR Equities Inc. JPSA Global Services Co. JTKC Equities, Inc./STAR Equities Inc. None JTKC Equities, Inc./STAR Equities Inc. Mercedita D. Rivera 16 Aug 2002 Date last elected (If ID, state the number of years served as ID 19 Jul 2013 Juwilyn E. Anduyan 16 Aug 2002 19 Jul 2013 Annual 11 Arianne Rose T. Orallo 17 Jul 2009 19 Jul 2013 Annual 4 Edgardo R. Castres 16 Aug 2002 19 Jul 2013 Annual 11 Nerissa G. Castro 8 Aug 2002 19 Jul 2013 Annual 11 Eliodoro M. Alcain, Jr. (no relationship) Christopher Martin P. Eusebio 16 Aug 2002 19 Jul 2013 (5 years as ID) 19 Jul 2013 Annual 11 Annual 6 Nominator in the last election (if ID, state the relationship with the nominator) 1 Date first elected 18 May 2007 Elected when (Annual / Special Meeting) No. of years served as director Annual 11 Ben C. Tiu NED John Y. Tiu, Jr. NED Ruben C. Tiu NED Gregorio T. Yu ID JTKC Equities, Inc./STAR Equities Inc. JTKC Equities, Inc./STAR Equities Inc. JTKC Equities, Inc./STAR Equities Inc. None Rhia D. Cabael 18 May 2001 19 Jul 2013 Annual 12 Sharlene F. Benedicto 16 Aug 2002 19 Jul 2013 Annual 11 Ernalyn G. Buñas 18 May 2007 19 Jul 2013 Annual 6 Mary Jean J. Ocan (no relationship) 18 May 2007 19 Jul 2013 (6 years as ID) Annual 6 (d) Directorship in Other Companies (ii) Directorship in Other Listed Companies Identify, as and if applicable, the members of the company’s Board of Directors who are also directors of publicly-listed companies outside of its Group. Director’s Name A. Bayani K. Tan A. Bayani K. Tan A. Bayani K. Tan A. Bayani K. Tan A. Bayani K. Tan Ben C. Tiu John Y. Tiu, Jr. Ruben C. Tiu Gregorio T. Yu Gregorio T. Yu Gregorio T. Yu Gregorio T. Yu Corporate Name of the Group Company TKC Steel Corporation Discovery World Corporation Coal Asia Holdings Inc. First Abacus Financial Holdings Corporation Sinophil Corporation TKC Steel Corporation Discovery World Corporation Discovery World Corporation Philippine Bank of Communications National Reinsurance Corporation of the Philippines Yehey! Corporation iRipple, Inc. 2 Type of Directorship (Executive, NonExecutive, Independent); Indicate if director is also the Chairman NE NE NE NE NE Chairman; NE E Chairman; NE NE NE ID NE (e) Shareholding in the Company Complete the following table on the members of the company’s Board of Directors who directly and indirectly own shares in the company: Name of Director Calixto V. Chikiamco Bansan C. Choa Armin V. Demetillo Gilbert C. Gaw Harris E. D. Jacildo Jose Joel Y. Pusta A. Bayani K. Tan Ben C. Tiu John Y. Tiu, Jr. Ruben C. Tiu Gregorio T. Yu TOTAL 5) Number of Direct shares 113 883,563 831 939,470 18,490 113 586,779 1,232,037 79,190 429,877 113 4,170,576 Number of Indirect shares / Through (name of record owner) --41,964,094 --10,093,568 ------15,983,881 15,983,881 15,983,881 --100,009,305 % of Capital Stock 0.00002% 6.93636% 0.00013% 1.78607% 0.00299% 0.00002% 0.09499% 2.78698% 2.60036% 2.65713% 0.00002% 16.86507% Changes in the Board of Directors (Executive, Non-Executive and Independent Directors) Voting Result of the last Annual General Meeting Name of Director Calixto V. Chikiamco Bansan C. Choa Armin V. Demetillo Gilbert C. Gaw Harris E.D. Jacildo Jose Joel Y. Pusta A. Bayani K. Tan Ben C. Tiu John Y. Tiu, Jr. Ruben C. Tiu Gregorio T. Yu Votes Received 460,398,484 460,398,484 460,398,484 460,398,484 460,398,484 460,398,484 460,398,484 460,398,484 460,398,484 460,398,484 460,398,484 3 C. BOARD MEETINGS & ATTENDANCE 2) Attendance of Directors Board Chairman Member Member Member Member Member Member Member Member Independent Independent Name Bansan C. Choa Calixto V. Chikiamco Armin V. Demetillo Gilbert C. Gaw Harris E. D. Jacildo A. Bayani K. Tan Ben C. Tiu John Y. Tiu, Jr. Ruben C. Tiu Jose Joel Y. Pusta Gregorio T. Yu D. REMUNERATION MATTERS 5) Remuneration of Management Date of Election 19 Jul 2013 19 Jul 2013 19 Jul 2013 19 Jul 2013 19 Jul 2013 19 Jul 2013 19 Jul 2013 19 Jul 2013 19 Jul 2013 19 Jul 2013 19 Jul 2013 No. of Meetings Held during the year 13 13 13 13 13 13 13 13 13 13 13 No. of Meetings Attended % 13 12 11 12 13 11 7 12 8 13 11 100% 92% 85% 92% 100% 85% 54% 92% 62% 100% 85% Identify the five (5) members of management who are not at the same time executive directors and indicate the total remuneration received during the financial year: Name of Officer/Position Ronald A. Benito Ma. Elizabeth G. Yao Bernadette Cindy C. Tiu Fitzgerald S. Duba Glenn Igual Total Remuneration 8,260,888.08 4 E. BOARD COMMITTEES 2) Committee Members (a) Executive Committee Office Name Chairman Armin V. Demetillo Member (ED) Bansan C. Choa Member (ED) Harris E. D. Jacildo Member (NED) Gilbert C. Gaw Member (NED) Ben C. Tiu Member (ID) Member ----- Date of Appointment July 19, 2013 July 19, 2013 July 19, 2013 July 19, 2013 July 19, 2013 ----- No. of Meetings Held No. of Meetings Attended % 30 28 93% Length of Service in the Committee 5 years 30 27 90% 11 years 30 27 90% 11 years 30 28 93% 11 years 30 24 80% 12 years ----- ----- ----- ----- No. of Meetings Held No. of Meetings Attended % 10 8 80% Length of Service in the Committee 6 years 10 10 100% 6 years 10 9 90% 6 years 10 8 80% 6 years ----- ----- ----- ----- (b) Audit Committee Office Name Chairman (ID) Gregorio T. Yu Member (ED) Bansan C. Choa Member (ED) Harris E.D. Jacildo Member (NED) John Y. Tiu, Jr. Member (ID) Member ----- Date of Appointment July 19, 2013 July 19, 2013 July 19, 2013 July 19, 2013 ----- Disclose the profile or qualifications of the Audit Committee members. Gregorio T. Yu, 55, Filipino Independent Director Director’s Term of Office Period Served as Such July 19, 2013 until the next annual stockholders’ meeting May 18, 2007 to date 5 Bansan C. Choa, 59, Filipino Director, Chairman and Chief Executive Officer Director’s Term of Office July 19, 2013 until the next annual stockholders’ meeting Period Served as Such August 16, 2002 to date Harris Edsel D. Jacildo, 52, Filipino Director, President & Chief Operating Officer Director’s Term of Office July 19, 2013 until the next annual stockholders’ meeting Period Served as Such August 8, 2002 to date John Y. Tiu, Jr., 37, Filipino Director Director’s Term of Office Period Served as Such (c) Nomination Committee Office Name Chairman Member (ED) --Bansan C. Choa Member (NED) Armin V. Demetillo Member (ID) Gregorio T. Yu Member --- F. RISK MANAGEMENT SYSTEM 1) Disclose the following: (c) July 19, 2013 until the next annual stockholders’ meeting August 16, 2002 to date Date of Appointment --July 19, 2013 July 19, 2013 July 19, 2013 --- Period covered by the review The year being reviewed is the year 2013. 6 No. of Meetings Held No. of Meetings Attended % --1 --1 --100% Length of Service in the Committee --6 years 1 1 100% 5 years 1 1 100% 6 years --- --- --- --- G. INTERNAL AUDIT AND CONTROL 1) Internal Control System Disclose the following information pertaining to the internal control system of the company: (c) Period covered by the review; The year being reviewed is the year 2013. 2) Internal Audit (d) Resignation, Re-assignment and Reasons Disclose any resignation/s or re-assignment of the internal audit staff (including those employed by the third-party auditing firm) and the reason/s for them. Name of Audit Staff Vernon Domingo Lea Melendez Sheryl Enriquez Rochelle Dimaculangan Josefa Sumera Reason Family obligations Professional growth Professional growth Professional growth Professional growth H. ROLE OF STAKEHOLDERS 3) Performance-enhancing mechanisms for employee participation. (b) Show data relating to health, safety and welfare of its employees. The Company continues to uphold the policies on providing its employees with benefits such as the Annual Physical Examination (APE), Drug Testing and Healthcare Management. HCMD Programs Annual Physical Examination Drug Testing Health Maintenance Organization Period Covered November 25, 2013 to January 10, 2014 December 11, 2013 to January 10, 2014 January 1 to December 31, 2013 7 No. of Employees 138 140 55 (c) State the company’s training and development programmes for its employees. Show the data. TRAINING PROGRAMS 2013 In-House 1. 2. 3. 4. 5. 6. 7. Internal AMLA Seminar 2013 Webinar: Authentic Leadership: The Case of Building the Starbucks Community2013 Financial Planning Seminar Professionalism & Protocol Seminar Eco Seminar - Filipinos' Guide in Handling Expatriates Professionalism and Courtesy Webinar: Timecheck: Leading through the Seasons of Life (December 12, 2013) Number of Participants Number of Batches 106 6 Webinar attended by Jr. Officers 9 1 Open program conducted by PRU-LIFE and SUN LIFE Financial 25 2 Open program 8 1 Echo program 7 1 Conducted for HCMD Team 7 1 Open program 4 1 4 Descriptions Internal AMLA seminar conducted by Compliance Officer for frontline teams 8. ICEBERG 2013 Attitude and values re-alignment for personal success; open program 54 9. Comprehensive Socialization and Orientation Program On-boarding orientation program for newly-hired employees. (Intermittent) 307 External 1. 2. 3. 4. 5. AMLA BSP Training 2013 PMAP: OD Tools and Practices ASEAN Corporate Governance Scorecard Information Briefing Best Practices in Managing People and Measuring Workplace Performance PMAP IR Kapihan: The Winning Formula in Handling Labor Cases Number of Participants Number of Batches 10 4 2 1 Attended by Corporate Planning, Compliance and Budget Head 1 1 Attended by HCMD Team 3 1 Attended by HCMD Team 3 1 Descriptions AMLA BSP updates attended by Sr. Officers Attended by HCMD Head and TOD Sr. Associate 8 6. 7. 8. 9. 10. Social Media Marketing Bootcamp 2013 SEC, BSP and PRS Updates Tax Today: Find out how new tax rules impact on your business Preparing Quality Audit Workpaper Filipinos' Guide in Handling Expatriates & Foreigners Attended by Marketing Team 2 1 Attended by Controllership team 3 1 Attended by Controllership team 3 1 Attended by Internal Audit Team 4 1 Attended by Marketing and TODD 2 1 I. DISCLOSURE AND TRANSPARENCY 1) Ownership Structure (a) Holding 5% or more Shareholder PCD Nominee Corporation Filipino Star Equities Inc. Number of Shares * 228,347,410 Percent 36.9658 180,308,109 29.1890 Beneficial Owner Ben C. Tiu Ruben C. Tiu John C. Tiu Jerry C. Tiu Dexter Y. Tiu Alexander Y. Tiu Surewell Equities, 138,907,659 22.4869 Bansan C. Choa Inc. Isabelita L. Choa JTKC Equities, Inc. 49,429,298 8.0018 Ben C. Tiu Ruben C. Tiu John C. Tiu Jerry C. Tiu Dexter Y. Tiu Alexander Y. Tiu * Inclusive of 82,137,069 lodged common shares held by JTKC Equities, Inc., thus, its total shareholdings is 131,566,367 representing 21.2985% ownership, and 5,382,546 lodged common shares held by Surewell Equities, Inc., thus, its total shareholdings is 144,290,205 representing 23.3583% ownership. ** Inclusive of 4,289,678 common shares purchased by the Company under its stock buyback program. 9 J. RIGHTS OF STOCKHOLDERS 1) Right to participate effectively in and vote in Annual/Special Stockholders’ Meetings (c) Stockholders’ Rights Dividends Type of Dividend Declaration Date Record Date Payment Date Cash Dividend July 19, 2013 August 16, 2013 September 11, 2013 Property Dividend July 19, 2013 August 16, 2013 October 14, 2013 3) Does the company observe a minimum of 21 business days for giving out of notices to the AGM where items to be resolved by shareholders are taken up? (a) Date of sending out notices: June 14, 2013 (b) Date of the Annual/Special Stockholders’ Meeting: July 19, 2013 4) State, if any, questions and answers during the Annual/Special Stockholders’ Meeting None for 2013 Annual stockholders’ meeting. 5) Result of Annual/Special Stockholders’ Meeting’s Resolutions Resolution Approval of the Minutes of the Previous Meeting of Stockholders Approval of the 2012 Operations and Results Ratification of All Acts of the Board of Directors and Officers Election of Directors Appointment of R. S. Bernaldo & Associates as External Auditors 6) Approving Dissenting Abstaining 460,398,484 None None 460,398,484 None None 460,398,484 None None 460,398,484 None None 460,398,484 None None Date of publishing of the result of the votes taken during the most recent AGM for all resolutions: July 19, 2013 10 (f) Stockholders’ Attendance (i) Details of Attendance in the Annual/Special Stockholders’ Meeting Held Type of Meeting Annual Number of Board Members Present Date of Meeting 10 July 19, 2013 Special (i) Voting Procedure % of SH (by poll, Attending show of in Person hands, etc.) Raising of hands, None viva voce None % of SH in Proxy Total % of SH attendance 77.52% 77.52% Sending of Notices Definitive Information Statements and Management Report Number of Stockholders entitled to receive Definitive Information Statements and Management Report and Other Materials Date of Actual Distribution of Definitive Information Statement and Management Report and Other Materials held by market participants / certain beneficial owners Date of Actual Distribution of Definitive Information Statement and Management Report and Other Materials held by stockholders State whether CD format or hard copies If yes, indicate whether requesting stockholders were provided hard copies 472 June 28, 2013 June 28, 2013 Hard copies. Yes. Requesting stockholders were provided copies as requested. 11 L. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES Discuss any initiative undertaken or proposed to be undertaken by the company. Initiative Participation in the OWWA Reintegration Stakeholders Conference, Bliss Hotel, Pampanga, November 19-20, 2013 Launching of the FIT Seminars Hong Kong and Kaohsiung, Taiwan, October 6-13, 2013 Participation in the 3rd ANCOP Global Walk 2013, Quirino Grandstand, Manila, August 25, 2013 Participation in the Blas F. Ople Financial Fitness for OFWs seminar, Laurel House Shaw Boulevard, Pasig City, August 24, 2013 Panel reactor at the OFW Symposium on the occasion of KAKAMMPI’s 30th Anniversary, OWWA Multi-Purpose Hall, Pasay City, August 17, 2013 OFWs Launching of the book “Working Overseas: Diaspora that Sustains the Nation”, University of Asia and the Pacific, Pasig City, July 15, 2013 Together with Surewell Equities, Inc., presents a House and Lot for the Philippine Kalayaan Fiesta 2013 Grand Prize Raffle, Parco Indroscalo, Milan, Italy, June 28, 2013 Participation in the Overseas Workers Welfare Administration (OWWA) Tuloy Aral Project, OWWA Multi-purpose Hall, Pasay City, June 14, 2013 Signing of the Memorandum of Agreement with Sterling Bank of Asia and AWARE, Kaibigan ng OCW, KAKAMMPI and Kalahi Advocates for corporate social responsibility projects, LRV Conference Room, Sterling Bank of Asia Head Office, May 21, 2013 Philippine Business for Social Progress, participation in the BrigadaEskwela, Katutubo Village Elementary School, Porac Pampanga, May 18, 2013 Participation in the Financial Literacy Program during the SSS Dialogue Embassy of the Republic of the Philippines, United Arab Emirates, May 12, 2013 2nd KAMPI and Kabalikat ng OFW Youth Workshop, Pinoy Pamilya Hotel, Pasay City, April 24 to 26, 2013 Beneficiary OFWs OFWs OFWs OFWs OFWs OFWs OFWs OFWs OFWs Aeta schoolchildren OFWs OFWs 12 OFWs 1st OFW Fun Run, Quirino Grandstand, Manila Post Arrival Orientation Seminar (PAOS) in SIngapore with Kabalikat ng Migranteng Pilipino, Inc. (KAMPI), Kabalikat ng OFWs, and Pioneer Life Insurance, Philippine Bayanihan Center, Singapore, February 24, 2013 OFW Valentine's Day Card-Making Contest, OWWA Multi-Purpose Hall, Pasay City, February 9, 2013 OFWs OFWs 13
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