Purpose of Committee The Finance and Risk Management Committee (the “Committee”) of the Board of Directors (the Board”) of TRAVELLERS INSURANCE & SURETY CORPORATION, Inc. (“TRISCO”)
assists the Board in its oversight responsibilities, by reviewing and making recommendations to the Board, with respect to TRISCO’s financial and investment policies,
provides strategic guidance to management as to TRISCO’s capital structure, the allocation of capital to its businesses, methods of financing its businesses and other related strategic initiatives,
reports to and assists the Board in overseeing and reviewing information regarding TRISCO’s enterprise risk management, including the significant policies, procedures, and practices employed to manage liquidity risk, credit risk, market risk, operational risk and insurance risk.
Committee Membership The Committee shall be comprised of at least three directors, one of which should be an independent director. The Board shall appoint a Chairman of the Committee.Determination of independence shall be made by the Board. The Board evaluates such qualifications based on its business judgment and in accordance with applicable laws.The duration of the mandate of a member of Committee may not exceed the duration of his or her mandate as a Director.
Organization The Committee will meet at least four times a year or more frequently, as it deems necessary or appropriate to carry out its responsibilities. A majority of the members shall constitute a quorum.The Chairman shall, in consultation with other Committee members, set the agenda for and preside at meetings of the Committee. The Secretary of TRISCO or another designated individual shall record and keep minutes of all Committee meetings.
Committee Duties and Responsibilities To the extent not covered by the Board Approval Policy, the following are the duties and responsibilities of the Committee:
Capital Structure and Financing
Review and recommend approval by the Board, of issuances of common stock of TRISCO.
Review reports concerning the capital structure and financing activities of TRISCO.
Review and recommend approval by the Board of dividend proposals and policies relating to TRISCO common stock.
Management of Investments
Review the asset and liability management policies of TRISCO.
Review the cash management policies of TRISCO.
Review reports concerning the invested assets of TRISCO, including financial performance and the asset and liability management of TRISCO.
The Committee provides overall leadership and direction for TRISCO’s risk management function.
Review TRISCO’s significant risk assessment and risk management policies.
Receive information regarding the activities and matters related to TRISCO’s aggregate risk profile as appropriate.
Receive information, as the Committee may deem necessary or appropriate, with respect to:
Risk management strategies, emerging risks, risk mitigation strategies, and other matters related to the management of risks pertaining to the insurance segments; and
Matters related to legal, regulatory and compliance risk
At least annually, receives reports on:
Management’s communication of risk management policies throughout the organization;
The structure for the assignment of responsibility for risks; and
The management of TRISCO’s risks from the perspective of relevant constituencies, including rating agencies, regulators, customers, distributors, investors, government, employees and others.
The Chairman of the Committee shall coordinate with:
The Chairman of the Audit Committee, to help ensure that both the Committee and the Audit Committee have received all information, necessary to permit them to fulfill their duties and responsibilities, with respect to risk assessment and risk management; and
The Chairman of the Remuneration and Compensation Committee, to help ensure that TRISCO’s compensation arrangements are designed to provide incentives that are consistent with the interests of TRISCO’s stakeholders, but do not encourage senior executives to take excessive risks that threaten the value of TRISCO.
Review and recommend approval by the Board of the annual budget of TRISCO.
Approve proposals for capital or other expenditures, in excess of the level delegated to management by the Board, for a transaction or series of related transactions, including the acquisition, expansion, leasing, construction and disposition of offices and other facilities and the acquisition or licensing of computer hardware, software or other systems.
Committee Self-Assessment The Committee shall conduct an annual evaluation of its performance and report the results of such review to the Board. In connection with that annual review, the Committee shall also recommend to the Board, any modifications of this Charter that the Committee deems necessary or appropriate. The format of the self-assessment shall be determined by the Committee.
Resources and Authority of the Committee The Committee shall have direct access to complete and open communication with senior management and may obtain advice and assistance from internal legal, accounting and other advisors to assist it. In performing its functions, the Committee is entitled to rely on the findings, advices, reports and opinions of management as well as legal, accounting and other advisors retained by TRISCO. The Committee may retain, if appropriate, independent legal, accounting, and other advisors to assist it and may determine the compensation of such advisors. TRISCO shall be responsible for any costs or expenses so incurred.
10th Floor G.E. Antonino Building, T.M. Kalaw Street corner J. Bocobo Street, Ermita, Manila, Philippines
(632) 8400-9327 (632) 8521-3822
(632) 8521-4931 (632) 8525-1119
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