The bank's board conducts its functions as a full board and through its six 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:
The executive committee is empowered to approve and/or implement any or all corporate acts within the competence of the board except those acts expressly reserved by the Corporation Code for the board of directors. The committee also reviews and approves bank- wide credit strategy, profile and performance. It approves the credit risk taking-activities of the bank based on the regulations of established approving authorities and reviews and endorses credit-granting activities. The committee meets weekly or as often as necessary to address all matters referred to it. The committee had thirty-four (34) Regular Committee Meetings and (2) Special Meetings or a total of thirty eight (36) Executive Committee Meetings in 2015.
The corporate governance and compliance committee leads the bank in defining corporate governance policies and attaining best practices. It oversees the implementation of the bank's compliance program, money laundering prevention program and ensuring that regulatory compliance issues are resolved expeditiously. It is also the committee that reviews and endorses to the board significant related party transactions to ensure that these are in the best interest of the bank and its stakeholders.
The corporate governance and compliance committee also reviews and evaluates the qualification of individuals nominated to the board as well as those nominated to other positions requiring appointment by the board. The committee is responsible for the periodic administration of performance evaluation of the board and its committees. It conducts an annual self-evaluation of its performance in accordance with the criteria provided in the 2009 SEC Code of Corporate Governance and the Manual of Regulations for Banks of the Bangko Sentral ng Pilipinas. The committee meets every other month and is composed of five directors, the majority of whom are independent directors. The committee had six (6) Regular Committee Meetings and three (3) Special Meetings or a total of eight (9) Meetings in 2015.
The Committee organized the annual joint Corporate Governance Seminar for the Board and key officers of EastWest Bank, Filinvest Development Corporation and Filinvest Land on November 24, 2015. The seminar was conducted by the Institute of Corporate Directors (ICD). Topics discussed by ICD fellows included Shared Responsibility for Policy and Strategy Execution, Governance Outreach and Strategic IT Governance Concerns.
The audit committee provides oversight on the institution's financial reporting and internal and external audit functions. It provides reasonable assurance of the overall management of credit, market, liquidity, operational, legal and other risks of the bank. It also monitors and evaluates the adequacy and effectiveness of the risk management, controls and governance processes of the Bank. The audit committee is responsible for the appointment of the chief audit executive and an independent external auditor who both report directly to them. It ensures that internal audit is independent of all other organizational units of the bank as well as of the personnel and work it audits. The committee consists of four members, three of whom are independent directors, and meets every month. The committee had twelve (12) Regular Committee Meetings and two (2) Special Meetings or a total of fourteen (14) Audit Committee Meetings in 2015.
The risk management committee assists the board in managing the bank's risk-taking activities through policy institution and oversight. It reviews and approves principles, policies, strategies, processes and control frameworks pertaining to risk management and recommends necessary modifications or amendments to these strategies and policies to the board. Its functions include identification and evaluation of the bank's risk exposures, estimating its impact on the organization and assessing the magnitude, direction and distribution of risks across the bank. Its evaluation serves as one of the basis in determining the risk tolerances that it recommends to the board for approval. The risk management committee periodically updates the board on the overall risk exposures and the effectiveness of its risk management practices and processes. The committee is composed of four members, all are non-executive directors and majority are independent directors. Its members possess adequate knowledge and understanding of the institution's risk exposures and expertise in developing appropriate risk policies and strategies. The committee meets every month and majority of the members must be present. The committee had twelve (12) Regular Committee Meetings in 2015.
The compensation committee is composed of five members including the president/CEO and an independent director. It 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. The committee had one (1) meeting in 2015 of which all members were present.
The board of directors is responsible for the proper administration and management of trust and other fiduciary businesses. It may, however, delegate its authority to the trust committee that ensures that funds and other properties held in trust or in any fiduciary capacity shall be administered with the skill, care, prudence and diligence necessary. It sees to it that under the circumstances then prevailing, it will make decisions that a prudent man, acting in a like capacity and familiar with such matters, would exercise in the conduct of an enterprise of like character and with similar aims. The trust committee is duly constituted and authorized by the board, acts within the sphere of authority as provided in the bank's by-laws and/or as may be delegated by the board.
It undertakes responsibilities such as, but not limited to, the following:
The trust committee also presides over the proper conduct of the trust group's business, reviewing on a periodic basis business development initiatives such as: staffing and delineation of responsibility/ accountability; proactive development and implementation of strategies to cultivate revenue streams and cost management; application and monitoring of the proper performance benchmarks. The committee had four (4) Committee Meetings in 2015.