Board Committees

The bank's board conducts its functions as a full board and through its seven committees. Consistent with corporate governance best practices, the board established committees to assist it in discharging its responsibilities. Each committee has a mandate outlining the authority delegated to it by the board. Minutes of the committee meetings are available to all directors and are included in the board meeting documents.

The chairpersons of the committees furnish reports on the activities of their respective committees at each board meeting. Executives considered relevant for the effective execution of the mandates of a committee attend the committee meetings by invitation.

The following committees assist the board in carrying out its role and responsibilities:

EXECUTIVE COMMITTEE
Chairman Jonathan T. Gotianun
Members Antonio C. Moncupa Jr.
Mercedes T. Gotianun
Lourdes Josephine T. Gotianun-Yap
Jesus Roberto S. Reyes
Atty. Benedicto M. Valerio Jr.

The Executive Committee oversees the Bank's overall credit risk management policies and practices. It is tasked to regularly review and approve the Bank- wide credit strategy, profile, and performance. It also approves the Bank's credit risk-taking activities based on the established approving authorities and reviewing and endorsing credit-granting activities, including the Internal Credit Risk Rating System.

The Committee is composed of six (6) directors, including the Vice Chairman and CEO and President & Deputy CEO. In 2016, the Bank held 34 Regular Executive Committee Meetings from January to December 2016 and three Special Executive Committee Meetings.

Executive Committee Charter >>

RELATED PARTY TRANSACTION COMMITTEE
Chairman Paul A. Aquino*
Members Jose S. Sandejas*
Carlos R. Alindada*
Jonathan T. Gotianun
*Independent Director

In accordance with BSP guidelines, the Bank created the RPT Committee in 2016 to assist the Board in ensuring that transactions between the Bank and its related parties are handled in a sound and prudent manner, with integrity and in compliance with applicable laws and regulations to protect the interest of depositors, creditors and other stakeholders. It also makes sure that RPTs are conducted at arm's length and that no stakeholder is unduly disadvantaged.

The Committee is composed of four Directors, three of whom are independent directors, including the committee chairman. It held four (4) Regular Meetings and four (4) Special Meetings in 2016.

Related Party Transaction (RPT) Committee Charter >>

CORPORATE GOVERNANCE AND COMPLIANCE COMMITTEE
Chairman Paul A. Aquino*
Members Jose S. Sandejas*
Carlos R. Alindada*
Jonathan T. Gotianun
Antonio C. Moncupa Jr.
Jose Roberto S. Reyes
*Independent Director

The CGCC oversees the Bank's overall corporate governance and compliance system. It oversees the effective implementation of our Compliance Program and the Money Laundering Prevention Program, ensuring that compliance issues are resolved expeditiously. It also serves as the Board's Nomination Committee. Prior to the creation of the RPT Committee in 2016, the CGCC was responsible for vetting related party transactions.

The Committee is composed of six (6) directors, three of whom are independent directors, including the committee chairperson. It held six (6) Regular Meetings and five (5) Special Meetings in 2016.

Corporate Governance and Compliance Committee Charter >>

AUDIT COMMITTEE
Chairman Carlos R. Alindada*
Members Jose S. Sandejas*
Paul A. Aquino*
*Independent Director

The Audit Committee is tasked with conducting independent examinations of the Bank's internal control system. Specifically, it examines the major risk exposures and ensures accountability on the part of management to monitor and control such exposures including the risk assessment and risk management policies. It also probes major issues that involve accounting principles and financial statement presentation, including any significant changes in selection or application of accounting principles. Other major issues it looks into are the adequacy of internal controls, the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the financial statements.

The Committee is composed of three members of the Board, all of whom, including the Committee Chairman, are independent directors. It held twelve (12) Regular Meetings in 2016.

Audit Committee Charter >>

RISK MANAGEMENT COMMITTEE
Chairman Jose S. Sandejas*
Members Paul A. Aquino*
Jonathan T. Gotianun
Jose Roberto S. Reyes
Antonio C. Moncupa Jr.
Wilson L. Sy
*Independent Director

The RMC is responsible for the development, oversight and review of our risk management program, and approval of risk management principles, strategies, policies, and initiatives. It sets the risk appetite and tolerances for the Bank and recommends these to the Board for approval and adoption.

The Committee is currently composed of six (6) members of the Board with the Committee Chairman independent director. The RMC members possess a range of expertise and adequate knowledge of our risk exposures, which is needed to develop appropriate strategies for preventing or minimizing losses.

In 2016, the RMC held twelve (12) Regular Meetings and one (1) Special Meeting.

Risk Management Committee Charter >>

TRUST COMMITTEE
Chairman Jonathan T. Gotianun
Members Mercedes T. Gotianun
Lourdes Josephine T. Gotianun-Yap
Jose Roberto S. Reyes
Trust Officer

The Trust Committee is primarily responsible for the proper management of trust and other fiduciary activities of the Bank. It also performs the following functions:

  • Acceptance and closing of trust and other fiduciary accounts
  • Initial review of assets placed under the trustee's fiduciary custody
  • Investment, re-investment, and disposition of funds or property
  • Review and approval of transactions between trust and/or fiduciary accounts, and
  • Periodic review of trust and other fiduciary accounts to determine the advisability of retaining or disposing of the trust or fiduciary assets and/or whether the account is being managed in accordance with the instrument creating the trust or other fiduciary relationship.

It is composed of five members, including the President & Deputy CEO, the Trust Officer of the Bank and three non-executive directors. The Committee held four (4) Regular Meetings and two (2) Special Meetings in 2016.

Trust Committee Charter >>

COMPENSATION COMMITTEE
Chairman Lourdes Josephine T. Gotianun-Yap
Members Mercedes T. Gotianun
Jonathan T. Gotianun
Antonio C. Moncupa Jr.
Jose Roberto S. Reyes
Jose S. Sandejas*
*Independent Director

The Compensation Committee ensures that the compensation policies and practices are consistent with the corporate culture, strategy, and the business environment under which it operates. It evaluates and recommends to the Board incentives and other equity-based plans designed to attract and retain qualified and competent individuals.

The committee meets at least once a year and provides overall direction on the compensation and benefits strategy of the Bank.

It is composed of five members, including the Vice Chairman and CEO and an independent Director.

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