CORPORATE GOVERNANCE 2014

ALPHA INSURANCE & SURETY COMPANY, INC.

  • was organized under the laws of Republic of the Philippines on May 15, 1957 and renewed for another fifty (50) years starting April 13, 2007 to engage in the business of insurance and guaranty in any branches except in life insurance business, for a consideration, to indemnify any person, firm or corporation against loss, damage or liability arising from an unknown or contingent event and to guarantee liabilities and obligations of any person, firm or corporation.
  • is operating on a permit granted under Certificate of Authority No. 2016/13-R issued by the Insurance Commission dated January 1, 2016  valid from January 1, 2015 to December 31, 2018 pursuant to the New Insurance Code (R.A. #10697) .
  • has license as a Surety under Administrative Order No. 244 with approval of the President of the Philippines.
  • has an existing portfolio backed-up by a country wide network of 35 branch offices, with service offices and general insurance agencies nationwide, and more than 100 individual agents.
  • is proud to present the set of officers and staff who are experienced insurance people who have consistently displayed a good reputation in the industry.
  • enjoys the support of local and foreign professional reinsurers and lead reinsurance companies on its treaty and facultative facilities.
  • has Php600Million AUTHORIZED and Php380.5Million FULLY PAID UP CAPITAL Stock as of December 31, 2015;
  • has a TOTAL ASSETS of Php1.147 Billion and NETWORTH of Php570Million in the latest audited financial statements as of December 31, 2015.

MISSION

To lead, promote and sustain excellence in providing comprehensive non-life insurance services to the insuring public and in the pursuit of excellence -


VISION

Alpha Insurance & Surety Company, Inc., together with our shareholders, adhere to the time honored values of trust, commitment and integrity in providing the utmost products and services to suit the ever changing needs of our clients.


BOARD OF DIRECTORS

The business and property of the corporation shall be managed and controlled, and the corporation shall be governed by a board of directors of seven (7) members, who shall be elected at the regular or annual meetings of the stockholders and who shall hold office for one year or until the election and qualifications of their successors in accordance with the corporation's by-laws. Immediately after election, the board elect shall meet to elect the officers of the corporation and to transact such other business as shall be incumbent upon the board so to do. The names of the incumbent directors of the corporation are as follows:

ATTY. OSCAR M. ORBOS Chairman of the Board
Non-Executive Director
JOSE H. REMO, JR. Vice Chairman of the Board
Executive Director
EDMUNDO H. REMO Board Member
Executive Director
ROSALIO H. REMO Board Member
Executive Director
REDEMPTO V. SALES Board Member
Non-Executive Director
JHR HOLDINGS, INC.
(Rep by Evelina M. Remo)
Board Member
Executive Director
PETER JASON M. REMO Board Member
Executive Director

QUALIFICATION

The Board of Directors of Alpha Insurance comprised of seven (7) business professionals who possess the following, to wit:

  1. Possess the highest personal values, judgment and integrity;
  2. Show evidence of leadership;
  3. Have appropriate levels of financial expertise;
  4. Have the willingness and ability to devote adequate time to the company;
  5. Be able to network in a way that promotes the company's interest.

AGE LIMIT

The Board Members do not believe in term limits/retirement. They hold the idea of losing Directors who have been able to develop over a period of time (during his/her term) increased insights into the company and its operation, thus, providing an increasing contribution to the Board as a whole and the advantage of acquiring/securing fresh ideas and viewpoints that a new director will be able to contribute.

As an alternative, the Board assigned the nominating committee to review director's performance as well his/her contribution to the company as a whole following his/her filing of retirement/resignation as a member of the board. The committee must submit their report three (3) months before the Annual Board Meeting for the Board to review and eventually decide whether the resignation/retirement is accepted or rejected.

ELECTION

Election of directors shall be conducted in the manner provided by law and with such formalities and machineries as the officer presiding at the meeting shall then and there determine and not inconsistent with law.

In case of vacancy in the board for any reason, the case maybe filled-up by the remaining members of the board through a majority vote at any special meeting, provided that there be a quorum of the board remaining and present at such meeting; otherwise, such vacancy shall be filled-up by the stockholders at any special meeting called for that purpose. The director/s chosen shall serve only for the unexpired portion of the term of the director/s causing the vacancy/ies.

With regards to a member who is being considered by the board for re-election, the following must be considered:

    1. A director's contribution to the effective functioning of the corporation;
    2. Change in the director's principal area of responsibility with his or her company or in his or her employment;
    3. The director's retirement from his or her company;
    4. Whether the director continues to bring relevant experience to the board/company;
    5. Whether the director has the ability to attend meetings and fully participate in the activities of the board; and
    6. Whether the director has developed any relationship with other organization that makes it inappropriate to continue serving the board/company; and

ORIENTATION AND TRAINING

Alpha Insurance & Surety Company, Inc. Corporate Governance Committee designed an annual education program for its directors/corporate officers, thus, at least two (2) of its Directors and/or Corporate Officers will be sent as delegate to conferences (national or international) such as the yearly East Asian Insurance Congress, etc.


CHAIRMAN OF THE BOARD

Alpha Insurance & Company, Inc. Chairman of the Board ATTY. OSCAR MUÑOZ ORBOS is from Bani, Pangasinan. Born on January 28, 1951 to Guillermo Oboza Orbos and Concepcion Galicia Orbos. He is married to Ms. Rosita Sioson and have three (3) children namely: Mark, Arjerie and Franz Luke.

College Education : Bachelor of Arts Major in Economics - 1971
Bachelor of Laws 1975
Master of Law (Credits)
After passing the Bar Examination he engaged in general law practice with associates until elected representative of the 1st District of Pangasinan in August 1987.
Government Positions Held : Governor, Province of Pangasinan
July 1995 - June 1998
Congressman, 1st District of Pangasinan
July 1992 - March 1995
Executive Secretary, Office of the President
December 1990 - July 1991
Cabinet Secretary (Dept of Transportation & Comm.)
January 1990 - December 1990
Congressman, 1st District of Pangasinan
August 1987 - December 1990

HIS GUIDING PHILOSOPHIES

  • He believes in free market and deregulation tempered with strong and strict government enforcement of regulation to protect consumer interest. He believes government should provide the climate for business to flourish, instead of planning economic development at every step;
  • He stands against strong authoritarian leadership;
  • He believes, government should no longer seek to control the lives of people. Governments primary duty is to give people access to opportunities, as well as services and products; and
  • He prefers consensus over the command


CHIEF EXECUTIVE OFFICER

Alpha Insurance & Company, Inc. Chief Executive Officer JOSE HARI REMO, JR. is from Cuenca, Batangas. Born on March 08, 1947 to Dionisia Mauleon Hari and Jose Rosales Remo, Sr. He is married to Ms. Evelina Cayabyab Muñoz and have four (4) children namely: Peter Jason, Jocelyn Therese, Jose III and James Alvaro.

College Education : University of the East, Manila
Bachelor of Science Major in Management - 1971
Seminars Attended : Marine Insurance - 1972
Management Executive Course - 1975
Cargo Transport, Handling & Containerization - 1976
Managerial Accounting & Financial Control - 1976
Credit & Financial Analysis - 1978
Specialized Course on Marine Insurance - 1978
Engineering Insurance - 1979
Loss Adjustment Seminar - 1988
Among others he attended specialization seminar/workshop here and abroad.
Work Experience : Bureau of Post Manila
Clerk/Messenger
March 1965 to April 1966
Budget & Fiscal Service Division
Zenith Insurance Corporation
Policy Issue Clerk/Block Card Check/
Underwriting Assistant
April 1966 to June 1968
Malayan Insurance Company
Fire Insurance Inspector
May 1973 to June 1974
General Insurance & Surety Corporation
Manila Office Manager/Asst. General Manager
Vice President & General Manager/Registered
Company Underwriter (all lines) Director
June 1974 to August 1979
Sun Auto Cars
General Manager/Owner
September 1981 to 1988
JunRe Insurance Agency
General Manager/Owner
1989 to 1991
The Premier Insurance & Surety Co., Inc.
President & General Manager/Chairman of the Board/Stockholder/Owner
1992 to December 1999
Alpha Insurance & Surety Company, Inc.
Managing Director & Treasurer/Vice Chairmanof the Board/Chief Executive Office/Stockholder
January 2000 up to present

The CEO's ultimate goal is for Alpha Insurance to be a model insurance company and a leader in excellence in providing comprehensive non-life insurance services through holistic quality and insured's centered service in partnership with the company's shareholders.


INDEPENDENCE OF DIRECTORS

Under the definition of "independence" adopted by the Board, an independent director -

  • has not been employed by the company in an executive capacity;
  • has not had any business with the company other than service as a director;
  • is not affiliated with a significant clients of the Company;
  • does not own, directly or indirectly, at least twenty percent (20%) of total outstanding equity;
  • has no personal services contracts with the Company, or a member of the Company's senior management;

In view of the above, the Company considered Redempto V. Sales as independent director of Alpha Insurance & Surety Company, Inc.


BOARD AUTHORITY AND RESPONSIBILITY

Without limiting or qualifying the powers of the board of directors under the law, the Board shall have and exercise the following powers and responsibilities:

  1. To make and promulgate rules and regulations not contrary to or in conflict with law, the articles of incorporation and those by-laws, governing the internal affairs of the corporation;
  2. To authorize the president, the vice-president or other officer of the corporation to enter into any negotiation, contract or agreement with any person, firm or entity which it may consider necessary for the best interest of the corporation or which maybe incidental to/or necessary and proper in the performance of its corporate powers, rights and functions;
  3. To pass upon the budget, accounts and expenses of the corporation;
  4. To approve all appointments made by the President of employees and personnel of the corporation as well as their salaries or compensation and terms of employment;
  5. To authorize the sale, mortgage, transfer or other disposition of any property of the corporation, real or personal, or the purchase or other acquisition of such real estate, personal property, furniture, fixtures, or office equipment as may be needed by the corporation;
  6. To authorize the establishment of branch offices of the corporation at such places, within or without the Philippines, as it may consider advantageous;
  7. To declare and determine the rates of each dividends and to set aside from the annual profits of the corporation, if any, such amounts as may be necessary to pay such dividends to the stockholders, provided that the board in its discretion, place all the profits earned by the corporation during any one year on reserve or set the same aside as undivided profits;
  8. To authorize the payment of annual or semi-annual bonuses or gratuities to any deserving employees or officers of the corporation and determine the amount thereof, if in the board's discretion the earnings and financial standing of the corporation warrant such payment;
  9. To require of such officers, agents, or employees as it may deem necessary, bonds for the faithful performance of their duties and to determine the amounts and sufficiency of such bonds;
  10. To exercise and perform such other powers or duties as are ordinarily incumbent upon similar members, or are assigned to it by the laws of the Philippines, or those which maybe necessary are the proper administration of the business of the corporation, or for the protection of its interests.
  11. The board of directors may appoint a general manager of the corporation who, subject to control by the board shall exercise such powers, functions and duties of the board or of any of the officers as the board may deem necessary and convenience to delegate and assign to him from time to time in addition to such duties and functions as ordinarily pertain to said office.

CORPORATE OFFICERS

JOSE H. REMO, JR. Chief Executive Officer
Managing Director & Treasurer
Plans & directs all aspects of the corporation policies, objectives, initiatives. Relies on experience and judgment to plan and accomplish goals.
Responsible for directing the corporation overall financial policies.
EDMUNDO H. REMO President
The President shall have the power and duty to preside at all meetings of the stockholders and the board of directors;
to represent the corporation in any negotiation which may be necessary to make in the usual course of business of the corporation or which the board may specifically authorize him to do and in connection therewith to sign, execute and deliver such contracts, documents or other instruments as may be necessary and proper;
to recommend to the board the appointments, dismissal, compensation and terms and conditions of employment of all employees and personnel of the corporation;
plans and directs all aspects of the corporation's operational policies, objectives, initiatives.
Reports to Chief Executive Officer
ROSALIO H. REMO Vice President/Corporate Secretary
Shall be active and immediate in-charge and control of the business or the corporation under the general control and supervision of the executive vice president and the board of directors and shall perform all duties that are properly incident to his office;
Shall be the legal custodian of all corporate records and the seal of the corporation except such record as pertain to the finances and accounts of the corporation;
shall attend all meetings of stockholders and board of directors, send out notices of meetings as required by the corporation's Bylaws and prepare and keep the minutes of all meetings;
shall sign all certificates of stock issued by the corporation and any other documents which may require his signature;
perform such other duties which are generally incidental to his office or as required of him by the board, president or executive vice president of the corporation.
JULY C. BERMUDEZ Senior VP-Marketing & Sales
Overall in-charge in the operation and performance of branch offices, agencies and ordinary agents; to work-out for the company's accreditation with the government institutions, private banks and financing companies and the annual renewal of same;
ROMEO J. BERNABE Vice President-Finance & Admin.
Oversees all financial functions including accounting, budget, credit, insurance, tax and treasury. Reports to CEO or President;
Plans and directs all aspects of the organization's human resources policies, objectives and initiatives; responsible for employment, placement, orientation and training, labor relations,compensation, benefits and employee services; reports to CEO or President.
MACARIO P. CORPUZ Vice President-Underwriting
Authorized to accept, sign and underwrite insurance policies and other related documents covering risks insured under fire, marine cargo, motor car and miscellaneous insurance subject to underwriting guidelines and authority issued by the corporation and under the supervision of the Executive Vice President.
RUBY P. ARANAS Asst. Vice President-Claims
Responsible for the department's daily operation in dealing with branches, agents and direct clients;
Approve all claim evaluations coming from all branches; prepares all statistical reports for the requirements of the management

BOARD COMMITTEES

NOMINATING/CORPORATE GOVERNANCE COMMITTEE

Reviews directors/potential members' (as an executive officer) performance as well as his/her contribution to the company for possible nomination/re-nomination as director and reviews corporate governance guidelines.

Reviews annually the performance of the Chief Executive Officer

- Designs education program annually for all directors/corporate officers

ATTY. OSCAR M. ORBOS - Chairman
JOSE H. REMO, JR. - Vice Chairman
EDMUNDO H. REMO - Member
ATTY. ROSALIO H. REMO - Member
PETER JASON M. REMO - Member

EXECUTIVE COMMITTEE

- Has the authority to meet between board meetings and make decisions about the management of the business.

ATTY. OSCAR M. ORBOS - Chairman
JOSE H. REMO, JR. - Chairman
EDMUNDO H. REMO - Member
ATTY. ROSALIO H. REMO - Member
EVELINA M. REMO - Member

COMPENSATION/FINANCE/AUDIT COMMITTEE

- Review and approve salary administration plans and programs

- Review and approve corporate officer compensation;

- Approve all employee benefit plans;

- Approve corporate financial policies and procedures;

- Provide financial advice and counsel to management;

- Supervise corporate investment portfolios;

- Consider and approve significant capital requests (for instance, new building)

- Review and approve operating budgets; and

- Review specific financing plans.

JOSE H. REMO, JR. - Vice Chairman
EDMUNDO H. REMO - Member
ATTY. ROSALIO H. REMO - Member
PETER JASON M. REMO - Member
EVELINA M. REMO - Member

BOARD MEETINGS

The regular or annual meeting of stockholders' shall be held at 10:00 am on the second Saturday of January of each year at the principal office of the corporation.

Special stockholders meeting may be called by the Chairman/Vice Chairman of the Board or by any stockholder owning at least fifty-one percent (51%) of the entire subscribed and outstanding shares of stock and such meetings shall be held only upon notice in writing sent by registered mail not less than ten (10) days before the due of each meeting.

The Board of Directors shall hold at least one regular or annual meeting without notice, at the principal office of the corporation or at any place, which a majority of the directors may designate, immediately after election at the regular or annual stockholders' meeting.

The order of business at the regular or annual meeting of stockholders and as much as possible at all other meetings shall be as follows;

  1. Proof of notice (in case of special meeting);
  2. Determination of quorum;
  3. Reading and approval of past minutes;
  4. Reports of officers;
  5. Unfinished business;
  6. New business;
  7. Election of officers;
  8. Adjournment

BOARD REMUNERATION/COMPENSATION

Director compensation is a mix of cash and in kind. On annual basis, the compensation of directors shall be reviewed by the Governance Committee, which shall make recommendations to the full Board. The Chairman of each Committee shall be paid commensurate base on his/her responsibilities.