Amendments to the Regulations on Confirmation of the Election/Appointment of Directors/Trustees/Officers

BANGKO SENTRAL NG PILIPINAS CIRCULAR NO. 1136 Series of 20.22 OFFICE OF THE GOVERNOR subfect Arnendmcnts to the Regulatlons on conflrmation of the enction/Appointment of Directorc/f rustueg/Offi cerc The Monetary Board, in its Resolution No. 159 dated 03 February 2022, approved the amendments to the provisions of the Manual of Regulations for Banks (MORB) and Manual of Regulations for Non-Bank Financial Institutions {MORNBFI} The amendments aim to limit the coverage of Bangko Sentral confirmation of appointment of officers of superuised financial institutions and to streamline the documentary requirements in the confirmation of election/appointment of directors/trustees/officers of Bangko Sentral ng Pi I i pi nas supervised fi nancial institutions (BSFI ). Section l. Sec.l37 of the MORB is hereby amended to read, as follows: 137 CONFIRMATION OF THE ETECTIO]TilAPPIOINTMENT OF DlREcroRsloFFlcERS; BIGDATA oF DlREcroRs AND oFF|GERS; lNTERLocKlNc DlREcToRsHlPs ANDIOR OFFEERSHPS; RULES oF PROCEDURES ON ADMINISTRATIVE CASES INVOLVING DIRECTORS AND OFFICERSOF BSFIs Con llntptlon of electlotdapplntment of ditstots/ofrcets. a. Confirming authority. The election/appointment of directors/officers shall be subject to confirmation bythe fiollowing: Conflrmlna Authoritv Pocltlon Lewl a. Monetary Board Directors and CEO/President or its equivalent rank. of UBs and KBs including their subddiary banks. QBs, trust corporationsr and NBFIs with trust authority: of other stand-alone banks, QBs and NBFIs urith trust authorlty with total assets of at least PIO.O billlon; ahd of trust corporations with assets under management of at least PIO.O billion. tAs defn€d unde. Sec.lo2-T (Definluons)of the MORNBFT-T Fagel of9

Conllrmlno Authorlhr Pocldon lcvel b. Financial Directors and CEOlPresident or its equivalent rank of other Supervision Sector stand-alone banks, QBs and NBFIs with trust authority (FSSlCommittee with total assets of less than PIO.O billion; and of trust corporatlons2 wlth assets under management of less than Plo.O billion. Heads of the fiollowing operating tunctions: {i) ComptrollershipTFinance, (ii) Lending. (iii) Treasury, (ivl Branch Banking and {v} Informatlon Technology, directly reporting to the CEO/Fresident or its equivalent rank or to the foreign bank ofice, and with the rank of Senior Vice President (SVPI and above. ofUBs and KBs. Heads of intemal audit, risk management and compliance functions, regardless of rank of banks, QBs and NBFIs with trust authorlty; and of trust corporatlonr Trust Officer, regardless of rank, of banks/QBs/NBFls as provided in Sec. 412 (Confirmation of the applntment/deslgnatlon of trust officer and i ndependen t prc F,sc lo na I I xxx However, the confirmation by the Monetary Board/FSS Committee of the election/appointment to abovementioned position levels shall not be required in the bllowing caseli: 0)xxx (2)xxx (3)x x x (a) prior Monetary Board confirmation, x x x Providd, That the subject director/officer has been previously confirmed by the Monetary Board, or if previously confirmed by the FSS Committee of the Bangko Sentral, his/her re-election/promotionf:ransfer requires the same level of confirming authority as provided in the first paragraph hereofr, Providd further, That said director/officer has had continuous service within the same BSFI or banking group. This exemption shall apply to directorc/offlcers confirmed by the Bangko Sentral starting Ol January 2oll. The appointment of officers other than those mentioned in the table/mailix shall not be subject to Bangko Sentral confirmataon. For purposes of this Section, x x x The required certifications and other documentary proof of qualifications for the confirmation of the election/appointment of directors/officers of banks/QBslrlBFl with trust authorityftrust corporations are shown in Appendix l0l. Non-submission of complete documentary requirements within the prescribed period shall be construed as his/her failure to establish his/her qualifications for the position. xxx 2 As dellned under Sec IO2-T (Definltlons) of the MORNBFI-T ^7 2of 9

B lodaE of dhectots and offrcerc. a. BSFIs shallsubmit to the appropriate supervising department of the Bangko Sentral a bio-data with lD picture of their 0) directors and officers who are subJect to confirmation under this section, or (2) officers below the rank of sVP requiring a different set of minimum qualifications, upon every election/re-election/appointment/promotion in a prescribed form and, for first time directorVofficers within a particular banlq/banking group whose election/appointment requires Bangko Sentral confirmation, the duly notarized authorization fiorm per Appendix aQ within twenty (2O) banking days from the date of election/re-election of the directors/meeting of the board of directors in which the officers are appointed/promoted, in accordance with Appndix 7. For SVP and above positions which are not subject to Bangko Sentral confirmation, the BSFI shall submit to the Bangko Sentralwithin twenty (2O) banking days from the date of the appointment/promotion. a letter signed by the CEO/Fresident or its equivalent rank stating that the institution has conducted a fit and proper test on the officer concerned and is taking full responsibiliQt thereon on ensuring that the officer meets the BSP eligibility requirements/qualiftcations, and the bio-data with lD picture, together with the duly notarized authorization form per Appendix 8O. The bio-data shall be updated and submitted in cases of change of name due to change in civil status and change of residential address, within trarenty (2O) banking days from the date the change occurred. For other officers below the rank of SVP other than the Trust Officer, heads of internal audit, risk management and compliance functions regardless of rank, the BSFI shall not be required to submit their bio-data to the Bangko Sentral. xxx Section 2 Sec.l36-Q of the MORNBFI is hereby amended, to read as follows: I36.Q CONFIRMATION OF THE ELECTION/APP'OINTMENT OF DIRECTORS AND oFFlcERs; BIO'DATA oF DIRECTORS AND OFFICERS; INTERLOGKING DIREGTORSI{IPS ANDTbR OFFIGERSHIP$ RULES oF PROCEDT RES ON ADMINISTRANVE CASES INVOTVING DIRECTORS A]{D OFFICERS OF BSF1s xxx Blo-dab of dltstors and o,lllcets. a. BSFIs with trust authorigt shall submit to the appropriate supervising department of the Bangko Sentral a bio-data with lD picture of their 0) directors and officers who are subject to confirmation under this Section, or (2) officers below the rank of Senior Vice President (SVP) requiring a different set of minimum qualifications, upon every election/re- election/appointment/promotion in a prescribed form and, for first-time directors/officers within a particular BSFI with trust authority/group whose election/appointment requires Bangko Sentral confirmation, the dull p"g.sorf tA

notarized authorization form per Appendix Q-44, within twenty (2O) business days from the date of election/re-election of the directors/meeting of the board of directors in which the officers are appointed/promoted, in accordance with Appendix Q-3. For Sl/P and above positions which are not subject to Bangko Sentral confirmation, the BSFI shallsubmit to the Bangko Sentralwithin twenff EO) business days from the date of appointmenVpromotion, a letter signed by the CEO/President or its equivalent rank stating that the instltution has conducted a fit and proper test on the officer concerned and is taking full responsibility thereon on ensuring that the officer meets the BSP eligibillty requirements/qualifications, and the bio-data with lD picture, together with the duly notarized authorization form perAppendix Q-44. The bio-data shall be updated and submitted in cases of change of name due to change in cMl status and change of residential address, within twenty (2O) business days from the date the change occurred. For other officers below the rank of SVP other than the Trust Officer. heads of internal audit risk management, and compliance functions regardless of rank the BSFI with trust authority shall not be required to submit their bio-data to the Bangko Sentral. Xxx Sectlon 3. Appendix lol of the MORB and Appendix Q-58 of the MORNBFI, as amended by Circular No. ll29 dated 12 November 2021, are hereby further amended to read, as follows: Appendix lol of the MORB/ Appendlx Q-58 of the MORNBFI Required Certifications and Supportlng Documents for the Confirmation of Election/Appointment of Directors/OfFcers of Bangko Sentral ng Pilipinas Supervised Financial Institutions {BSFls)p lAppendix to Secs. 137 and 412 on Confirmation of Election/Appointment of Directors/Offtcers and Sec.16l on Chief Compliance Officer) / (Appendix to Secs.136-Q (Confirmation of election/appointment of directors/officers),161€ (Chief Compliance Ofricer), and 412-Q (Confirmation of the appointmenVdesignation of trust officer and independent professional)) Chief Exccuttyo Offrcer/Drcrldcnt or itr equlvelent rank and Other Offlcerr Dlrcctors anumentcd In Sccs. 137, and hl2l SacG- 136-tl- rnd 412-tD l. Letter-request for Bangko Sentral L Letter-request for Bangko Sentral conffrmatlon slgned by authorlzed conflrmatlon slgned by authorized officaF with an affirrnative officerr with an affirmative 3 To be submitted wlthln turenty f2o) bankingrbuslnecs days from date of elecUon/re- election/tppointmenVpromotlon to thc app?oprlat€ department of the FSS. Authorized signatory is the Chief Exccutive O,ffccr (CEOlDrcsident or its equinalcnt rank of thc institution, exceptfor appointment of CEOlPresident or its equhr.lent rank In whichcasethe authorized slgnatoryshall be the Chairman of the Corporate covemance Commlttee or of the Board of Dit€ctor. as may be appllcablc. naoeaof s;|

Clfef Executlvc OfficerlDreddcnt or lts Dlrcctorc equivalent nnk and OtharOlficars enumerated In Secs. l3?, and 4,l2l Sacs.136-0. and 412-0 statement that the institution has statement that the institution has conducted a fit and proper test on conducted a fit and proper test on the subJect dlrectorA and is taking the subJect officerA and is taklng tull full responsibility thereon on responsibility thereon on ensuring ensuring that the director meets the that the officer meets the BSP BsP eligibitiW eligibility req u i rements/ou alifi cations. reouirements/oualifi cations- Z. Secretarys Certification under oath 2. Secretarys Certlftcation under oath attesting to the following: attesting to the following: a) Resolutlon of the stockholders or a) Resolution of the board of board of directors approving the directors approving the election; and appointments; and b) For re-elected diractor, b) For a foreigner appolnted as attendance bV the director officer, that the corresponding concerned to the board Allen Employment Permlt meetings held for the last twelve issued by the Department of 02) months covering the term of Labor and Employment was service, indicating percentage of secured. attendance to board meetinos. 3. Bio-data with a photograph (2' x Z'l 3. Bio-data with a photograph 12' x 2-l taken within the last six {6} months taken within the last six {6) months 4. Certification under oath of the Certification under oath of the subject director that subject officer that a) HeAhe poss€sses all the a) He/She possesses all the qualifications and none of the quallfications and none of the disqualifications to become a disqualifications to become an director: officer; and b) For first-time directors in a b) For an officer holdlng concurrent particular banlq/banking group as positions in governmenVCOCC, defined in Sec. 137136-Q: that a written permission from i) HeAhe has attended the the government agency as seminar on corporate required by the Civil Service governance in accordance Commission6 allowing him/her with the Bangko Senffal- to become an officer of the BSFI prescribed qfllabus on the was obtained and provided to same, as applicable; the BSFI. ii) He/She received copies of the duties and responsibilities of the board of directors and of a director and that helshe tully understands and accepts the sSlll€: c) For a director holding concurrent positions in governmenV government owned and controlled corporations {GOCC), that a wriften permission ftom the govemment agency as required by the Civil Service In case offorelgn bank branches, consularized letter ofappointrnent ofthe officer concemed ftom the Head Office and/or Regional Offrce Page5 *U

ChLf Er.cnttvr OfllcerlDnrldcnt or lts Dlrcctors equlvalcnt rank and Othar Oficcrs enumarated In Scce ll;?,and4,l2l !Sre.- l!36{|- rad rll2{l Commission6 allowing him/her to become a dlrector of the BSFI was obtained and provided to the BSFI: and d) For Independent dlrectors, he/she is an independent director as defined under Bangko Sentral reaulations" For first-time directors in a particular 5. For first-time officers to be subject to bankibanking group as defined in Bangko Sentral confirmation in a Sec. 137136-Q, duly accomplished particular bank with trust and notarized authorization form for authority^rust corporationlbanking querying the Bangko Sentral records group as defined in Sec" l3flFor first- for screenlng appllcants and tlme ofhcers to be subJect to Bangko conftrming appointments of Sent?al confirmation in a particular directorc and officerc- QB/l.lBFlA^rlth trust authority/trust corporatiorybanking group as defined in Sec. 136-q du$ accomplished and notarized authorization form for querying the Bangko Sentral records for screening applicants and confrrmlng appointments of directorc and officers. Secdotr 4. Sec. 135-5 of the MORNBFI, as amended by Circular No. lll5 dated 23 April 2O21, is hereby amended, to read as bllows I35-S ELECNP}UAPPOINTMENT OF TRUSTEESPFFICERS Conllnnatlon of clcctlut/applntnpnt of trustcstblllccts a. Confirming Autlnrity. The election/appointment of trustees/officers shall be subject to confirmation by the following: Conllrmins Authorltv Foeltlon level l. Monetary Board Trustees and Chief Executive Ofncer/ Presldent (or its equivalent rankl of NSSLAS with total assets of at least PIO.O billion. 2. Financial Supervision Sector Trustees and Chief Executive Officer/ (FSSICommittee President (or its equivalent rankl of NSSLAS with total assets of less than PIO.O billion Heads of intemal audit risk management and compliance functions, regardless of rank of NSSLAS xxx 5 Unlcr thc dlrcctor/olffccrobtain thc ncccsary pcrmlrion from thc propcr authorlty {i.c- thc rgcncy hcrdl outsidc cmploymcrt or intclc* in snothc? cntity, public or pd\6t .lr lcg.lly rcstrict d undcr Scctlon ?{b) of Rcpubllc Act No. 6-113 (Code of Corduct and Ethlcal Stardards br Rrblic Officials and Employees) and Section lE. Rulc Xlll of thc Revkcd Omnlbus Rulcs on Appolntmenb and Oth€r Per3onnC Actlons 6 of9 ,?

b. xxx xxx The appointment of officers other than the abovementioned position levels shall not be subject to Bangko Sentral confirmation. xxx BlodaE ofTlustes atd Ofrcets. a. NSSLAS shall submit to the appropriate department of the FSS x x x and fior newly-elected trustees/officers within a particular NSSLA, the duly notarized authorization form per Appendix Q-4rr. within harengr (2Ol business days x x x. For Senior Vice President and above positions which are not subject to Bangko Sentral confirmation, NSSLAs shall submit to the Bangko Sentral within ilventy {2O) business dalr ftom the date of appointment/promotion, a letter signed by the CEOlPresident or its equivalent rank stating that the institution has conducted a fit and proper test on the officer concerned and is taking full responsibility thereon on ensuring that the ofFcer meets the BSP eligibility requirements/qualifications. and the biodata with lD picture, togetherwith the duly notarized authorization brm perAppendix e-t*. The bio-data shall be updated and submitted in case of x x x For officers other than those mentioned in paragraph 1a- above, x x x xxx Scctlon 5. Appendix S-19 of the MORNBFI, as implemented by Circular No. Ilt5 dated 23 April2O2l. is herebyamended, to read as follows: AppendlxS-t9 Required Certifications and Supporting Documents for the Confirmation of E lection/Appoi ntment of Trustees/Offi cers of N SS lAsT (Appendix to SectionsIS4-S on Qualifications of an Officer and Section 135-5 on Confi rmation of E lection/Appoi ntm ent of Trustees/Offi cers ) Chlef Executiue ofllcar/Drclldent or lts Trusteec equfualent rank and Othcr Offlcerr enumerated In Sectlon lil4-S. l. Letter-request for Bangko Sentral l. Letter-request for Bangko Sentral confirmation signed by authorized confirmation signed by authorized officere wlth an affr rmatlve statement officere wlth an affirmatlve that the institution has conducted a statement that the institution has ftt and proper test on the subject conducted a ftt and proper test on trustee/s and is takino tull the subiect officerA and is takinq full 7 To be submltted wlthin trryenry PO) buslnass days ltom date of electlon/ree lection/appolnbnent/promotlon to the appropriate department of the FSS. E Heads of intcm.l audlt, risk managerncnt lnd compllance functions. regardlecs of rank e Authoiized siEnatory is the Chicf Exccuti\ru Offic.r (CEOyFr$idGnt or its equivalcnt rank of thc instltution, except for appointment of CEOlDrcsldcnt or lts equivalerrt rank in whlch case the authorlzrd slgnatory shall bc the Chairman of the Corporete Gorrmancc Commlftee or of the Board of Trustees. as mqt be appllcable. Page ? of9

Chlef Executlw O{ficer/Drcsldent or lts Trustaes aqufualent rank and OtherOfficerr enumented In Sectlon l:14-S. responsibility thereon on ensuring responsibilityr thereon on ensuring that the trustee meets the BSP that the officer meets the BSP eligibility requirements/ eligibility requirements/ qualifcatlons. quallftcations. 2. Secretarys Certification under oath 2. Secretary's Certiffcation under oath attesting to the following: attesting to the following: a) Resolution of the members of the a) Resolution of the members of the board of trustees approving the board of trustees approving the election: and electlon: and b) For re-elected trustee. bl For a foreigner appointed as attendance by the trustee officer, that the corresponding concerned to the board meetings held for the last twelve flz) Alien Employment Permlt lssued months covering the term of by the Department of Labor and service, indicating percentage of Employment was secured. attendance to board meetlnos. 3. Bio-data with a photograph 12'x2'l 3. Bio-data with a photograph (2'x2'l taken within the lastsix 16) months taken within the last six {51months 4. Certiffcatlon under oath of the Certlficatlon under oath of the subject trustee that: subject officer that: a) HeAhe possesses all the a) He/She possesses all the qualifications and none of the qualifications and none of the disqualifications to become a disquallftcations to become an trustee; officer I and b) For firct-time trustees in a b) For an offtcer holding particular NSSLA as defined in concurrent positions in Sec.134-5: government/cocc, that a i) HeAhe has attended the written permission from the seminar on corporate govemment agency as governance in accordance required by the Civil Seruice with the Bangko Sentral- Commissionrs allowing himrher prescrlbed syllabus on the to become an offfcet of the same, as applicable; NSSLA was obtained and ii) He/She received copies of provided tothe NSSLA the duties and responsibilities of the board of trustees and of a trustee and that he/she tully understands and accepts the same; c) For a trustee holding concurrent positions in govern men{government owned and/or -controlled corporatlons (GOCCI that a written permission from the government agency as required by the Civil Serylce Commlssionro allowing him/her to become a trustee of the NSSLA was obtained and provlded to the NSSI-A: and ro Unless the trustee/officer obtain the trccessrry pcrnlssion ftorn the proper authodry fi.a, the agency hrad). outside employment or inteEst in another entity. publk or private, is lcaalty rcstricted under Section 7{b) of Republic Act No. 6713 (Code of Corduct and Ethical Standards for hrbllc Officials and Employees) ard Section 18. Rule Xlll of the Rwised Omnibus Rules on Appointm€nts and Other Perconnel Actions Page E of9 .{}

clrlaf Executtve oilficcrthesldcnt or lts Trustces equlvalent rank and othcrofficcrr enumerated ln Sectlon 134-5' d) For independent trustee, he/she is an independent trustee as deftned under Bangko Sentral rc,oulations 5. For first-time trustees in a particular 5. For first-time offtcers to be subject to NSSTA as defined in Sec.l34-S, duly Bangko Sentral confirmatlon in a accomplished and notarized particular NSSLA as defined in authorlzation form for querylng the Sec. 134-5, duly accomplished and Bangko Sentral records for scrcening notarized authorization fiorm for applicants and confirming querying the Bangko Sentral records appointments of directors and for screening applicants and officers. confi rming appointments of dlrcctors and officers. Secdon 6. This Circular shall take effect fifteen 05) calendar days following its publication either in the Official Gazette or in a newspaper of general circulation. FOR THE MONETARY BOARD c c- q BENJAIIIN E. DIOKNO Governor ll ttbruaru zozz U Pag6 9 of9