SEC Form 20-IS - iRemit Global Remittance

On July 20, 2007, the Company’s Board of Directors approved a proposal to set up a Special Stock Purchase
Program (“SSPP”) of 15,000,000 shares for the employees of the Company who have been in service for at
least one (1) calendar year as of June 30, 2007 as well as members of the Board, resource persons and
consultants of the Company (collectively referred to as the “Participants”). A Notice of Exemption under
Section 10.2 of the Securities Regulation Code was filed with the SEC on September 13, 2007.
Notwithstanding the aforesaid confirmation by the SEC of the exempt status of the SSPP shares, the SEC
nonetheless required the Company to include the SSPP shares among the shares of the Company which were
registered with the SEC prior to the conduct of its initial public offering on October 17, 2007. The registration
of the Company shares, together with the SSPP shares, was rendered effective on October 5, 2007.
All 15,000,000 shares were exercised. The shares subject to the SSPP were sold at par value or PHP1.00 per
share. Total shares amounting to PHP11.74 million were paid in full, while the difference totaling PHP3.26
million were paid by way of salary loan. The shares acquired through the SSPP were subject to a lock-up
period of two (2) years from the date of issue, which ended on September 19, 2009.
The sale was further subject to the condition that should the officer or employee resign from the Company
prior to the expiration of the lock-up period, the shares purchased by such resigning employee or officer shall
be purchased at cost by the Company as Treasury stock. As of December 31, 2009, twenty four (24)
employees resigned and their shares totaling 808,100 were bought back by the Company.
As approved by the Company’s Board, the fair value of the shares issued under the SSPP was measured at
the grant date using the price-earnings multiple model, taking into account the terms and conditions upon
which the shares were granted. The fair value at grant date was PHP1.33 per share. This transaction also
resulted in an increase in equity by PHP1.53 million, PHP2.16 million and PHP1.00 million recognized as
“Share-based payment’ under equity in 2009, 2008 and 2007 respectively.
On September 19, 2009, which was the end of the lock-up period, the 808,100 shares bought back at cost
were transferred to the Company’s retirement fund upon reimbursement of the PHP0.81 million paid by the
Company for those shares.
The expense arising from the share-based payment plan is recognized over the two-year lock-up period. The
expense recognized under Salaries, Wages, and Employee Benefits in the statements of income amounted to
PHP1.53 million in 2009, PHP2.16 million in 2008, and PHP1.00 million in 2007.
Independent Public Accountants
The accounting firm of SyCip Gorres Velayo & Co. (“SGV”) will be nominated and recommended to security
holders for appointment as External Auditors for the period 2012 – 2013. Representatives of SGV are
expected to be present in the Annual Shareholders’ Meeting to respond to appropriate questions and to make
a statement if they so desire. In compliance with SRC Rule 68(3)(b)(iv) as amended on the rotation of
External Auditors, the audit of the financial statements of the Company was handled and certified by the
engagement partner, Ms. Josephine Adrienne A. Abarca, effective calendar year 2010.
The Company’s Board of Directors reviews and approves the engagement of the Company’s external auditors,
who are appointed upon the recommendation of the Audit Committee. The Audit Committee is composed of
the following: Mr. Gregorio T. Yu (Independent Director) as Chairman, and Messrs. Bansan C. Choa, John Y.
Tiu, Jr. and Harris E. D. Jacildo as Members.
Engagement agreements are executed for every type of engagement which provides for the scope of work,
timetable, fees, engagement team, etc. for each project.
The audit and audit-related fees paid by the Company in the last two (2) years are as follows:
Fees 2010 2009
A. Audit and Audit-Related Fees
1. Audit of the Registrant’s annual financial statements or services that
are normally provided by the external auditor in connection with the
statutory and regulatory filings or engagements
2. Other assurance and related services by the external auditor that are
reasonably related to the performance of the audit or review of the
Registrant’s financial statements
15
PHP577,500.00
(exclusive of VAT)
PHP 550,000.00
(exclusive of VAT)
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B. Tax Fees --- ---
C. All Other Fees --- ---