Board Matters

Board Committees

The Bank had eight (8) Board-level committees. The Board created committees to increase efficiency and allow deeper focus in the specific areas. Each of the committees has a charter, and the member perform their duties in accordance with their respective charters that set out its mandate, scope and working procedures. The Board of Directors regularly review the structure, size and composition of the committees with the end in view of having a balanced membership.

For the period January to December 2020, the Board had 24 meetings. The incumbent directors attended/participated in more than 50% of all the meetings, as follows:

Board Attendance:

Director Attendance %
Ricardo R. Chua (Chairman) 24 100%
Nancy D. Yang (Vice Chairman) 24 100%
William C. Whang 24 100%
Alexander C. Escucha 24 100%
Rosemarie C. Gan 24 100%
Patrick D. Cheng 24 100%
Alberto S. Yao 24 100%
Philip S.L. Tsai 24 100%
Margarita L. San Juan 24 100%
Claire Ann T. Yap - elected on Dec. 17, 2020 and
joined the meeting on Dec. 17, 2020
1 100%
Executive Committee

The Committee, when the Board of Directors is not in session, shall have and may exercise the powers of the Board in the management of the business and affairs of the corporation

Click here to read the Bank's Executive Committee Charter

Directors' Attendance in 2020

Director Attendance %
William C. Whang 26 100%
Nancy D. Yang 26 100%
Rosemarie C. Gan 26 100%
Jose L. Osmena, Jr. 26 100%
Corporate Governance Committee

The Committee is tasked to assist the Board of Directors in fulfilling its corporate governance responsibilities by ensuring compliance with and proper observance of corporate governance laws, rules, principles, and best practices. Oversee the implementation of corporate governance framework and periodically review the said framework to ensure that it remains appropriate in light of material changes to Bank's size, complexity and business strategy, as well as its business and regulatory environment;

Click here to read the Bank's Corporate Governance Committee Charter

Directors' Attendance in 2020

Director Attendance %
Alexander C. Escucha 6 100%
Alberto S. Yao 6 100%
Philip S.L. Tsai 6 100%
Margarita L. San Juan 5 83%
Audit Committee

The Committee is responsible for overseeing the senior management's activities in establishing and maintaining an adequate, effective and efficient internal control framework. It ensures that systems and processes are designed to provide assurance in areas including reporting, monitoring compliance with laws, regulations and internal policies, efficiency and effectiveness of operations, and safeguarding of assets.

Click here to read the Bank's Audit Committee Charter

Directors' Attendance in 2020

Director Attendance %
Alberto S. Yao 4 100%
Philip S.L. Tsai 4 100%
Margarita L. San Juan 3 75%
Risk Management Committee

The Committee is responsible for the oversight of the Bank's enterprise risk management system to ensure its functionality and effectiveness. It shall oversee the system of limits to discretionary authority that the board delegates to management, ensure that the system remains effective, that the limits are observed and that immediate corrective actions are taken whenever limits are breached.

Click here to read the Bank's Risk Management Committee Charter

Directors' Attendance in 2020

Director Attendance %
Nancy D. Yang 4 100%
Patrick D. Cheng 4 100%
Alberto S. Yao 4 100%
Philip S.L. Tsai 4 100%
Margarita L. San Juan 4 100%
Related Party Transaction Committee

The Committee shall be responsible for the evaluation of an ongoing basis of the existing relations between and among businesses and counterparties to ensure that all related parties are continuously identified, RPTs are monitored, and subsequent changes in relationships with counterparties (from non-related to related and vice versa) are captured.

Click here to read the Bank's Related Party Transaction Committee Charter

Directors' Attendance in 2020

Director Attendance %
Alberto S. Yao 4 100%
Philip S.L. Tsai 4 100%
Margarita L. San Juan 4 100%
Nominations Committee

The Committee primary task is to review and evaluate the qualifications of all persons nominated to the Board and other appointments that require Board approval. With regard to the nominees to the Board, the Committee is also tasked to identify the quality of the directors nominated aligned with the Bank's strategic directions.

Click here to read the Bank's Nominations Committee Charter

Directors' Attendance in 2020

Director Attendance %
Alberto S. Yao 8 100%
Philip S.L. Tsai 8 100%
Margarita L. San Juan 8 100%
Alexander C. Escucha 8 100%
Compensation or Remuneration Committee

The Committee provides oversight over the remuneration of senior management and other key personnel, ensuring that compensation is consistent with the Bank's culture, strategy and control environment.

Click here to read the Bank's Compensation and Remuneration Committee Charter

Retirement Committee

The Committee shall oversee the appointment and replacement of the trustee or investment manager for the funds of the employee retirement benefit plans (including savings plans) of the company as may be deemed appropriate.

Click here to read the Bank's Retirement Committee Charter

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