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The Board has established four committees to assist it in shaping the Company's corporate policies and practices, and help ensure adherence to corporate governance principles.
Chairman: Teresita T. Sy
Members: Nestor V. Tan; Roberto E. Lapid; Antonio N. Cotoco; Evelyn L. Villanueva ; Walter C. Wassmer and Georgiana A. Gamboa
The Executive Committee acts on behalf of the Board of Directors on matters affecting the operations of the Bank subject to such authorities that may be imposed by the Board of Directors. The committee, which meets at least once a week, also assesses the viability of credit and investment proposals giving due consideration to the credit risk involved and impact on the Company's financials. Likewise, it has the authority to approve within set limits projects or such other initiatives for enhancing the Company's operating and service delivery capabilities.
Ma. Leonora V. De Jesus (Independent)
Jesse H. T. Andres (Independent); and Jesus G. Tirona (Independent)
Adviser: Shirley M. Sangalang
The Board Audit Committee provides oversight of the Company's financial reporting and control as well as its internal and external audit and compliance functions. It reviews and assesses the Company's annual audit plan, its system of internal controls and regular financial and audit reports. It evaluates strategic issues relating to plans and policies, financial and system controls, and methods of operation, seeing to their adequacy and pinpointing possible improvements.
As a continuing practice, the following were extensively discussed and consistently reviewed:
the scope and plan of internal and external audit;
significant audit findings including risk assessment and evaluation of internal controls;
internal audit progress report and monitoring of resolution findings;
report on compliance with regulatory bodies and management’s corresponding action;
internal audit's manpower resources as well as its staff proficiency improvement programs;
annual audited financial statements and the analysis of quarterly results of operations;
new legal and regulatory initiatives affecting the banking industry and its impact on the Company's operations
The committee, which meets at least once a month, held 12 meetings in 2010.
Chairman: Teresita T. Sy
Chairman: Edmundo L. Tan
Members: Jesse H.T. Andres (Independent); Antonio N. Cotoco and
Antonio A. Henson
The Committee reviews and assesses the Company's corporate governance practices, and recommends the applicable guidelines, monitors compliance, and suggests improvements to ensure effectiveness. It provides oversight on the annual performance self-evaluation of the Board, its committees, and executive management.
In 2010, the Committee accomplished the following:
updated and enhanced BDOLF's Corporate Governance Manual, a guide for the Company's business and operations to be conducted in accordance with the principles and best practices of good corporate governance.
improved the disclosures of the Company's Corporate Governance policies and practices using the Scorecards of the Securities and Exchange Commission (SEC) and Institute of Corporate Directors (ICD) Corporate Governance as reference.
conducted the annual performance evaluation of the board, its committees and senior management in compliance with BSP Circular Nos. 456 and 592, as well as with SEC Memorandum Circular No. 2, Series of 2002.
The Committee provides oversight on directors' compensation and remuneration of senior management and other key personnel, ensuring consistency of the compensation policies and practices with the corporate culture and strategy of the Company as well as industry practices.
The Committee also provides oversight on the qualifications of all nominees to the Board of Directors as well as appointments to other Company positions requiring Board approval. It recommends the nominees for election to the Board of Directors of the Company during the annual stockholders' meeting. In case of vacancy/ies in the Board, the Committee seeks qualified nominees and recommends them to the Board for appointment.
The Committee held four meetings in 2010.
Chairman: Nestor V. Tan
Members: Antonio N.Cotoco, Ma. Leonora V. De Jesus (Independent),Walter C. Wassmer, Roberto E. Lapid and Renato G.Oñate (member up to September 25, 2010) Adviser: Jesus G. Tirona
The Risk Management Committee is responsible for policy development and oversight of the Company's credit, market and operating risk exposures. It oversees the system of limits of discretionary authority delegated by the Board to management, ensuring that the limits are observed, and breaches, if any, are immediately corrected. It establishes the framework for reporting risk to the Board including the assessment of the probability and potential impact of each identified risk exposure to the Bank. Considering the importance of credit risk, the Executive Committee approves counter-party credit risk under the guidance of established policies, procedures, and guidelines set by the Risk Management Committee.
The Committee meets at least once a month and held 11 meetings in 2010.
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Code of Ethics/Conduct