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