Amendments to Corporate Governance Guidelines for BSP-Supervised Financial Institutions

BANGKO SENTRAL NG PILIPINAS CIRCULAR NO. 1129 Series of 2o.21 OFFICE OF GOVERNOR SubJ€ct Amendments to Corporate Governance Guldelines fiot Bsp-Suporulsed Flnancirl trctltutions The Monetary Board in its Resolution No. 1t84 dated 28 October 2021, approved the amendments to the relevant provisions of the Manual of Regulations for Banks (MORB) and the Manual of Regulations for Non-Bank Financial Institutions (MORNBFI) on the guidelines on corporate govemance and compliance ftamework for BS P-Su pervised Fi nanc ia | | nstitutions (BS Fls ). Section l. Definition of Terms under Section I3l of the MORB is hereby amended to read as follows: UN POLICY STATEMENT AND DEHNlT|Oil OF TERMS xxx Definition of terms. xxx a. Affiliatexn xxx h. Majorltlr stekholder or majority shareholderxxx i. NBFIs shall refer to investment houses, ftnance companies, trust entities, insurance companies, securities dealers/brokerc, credit card companieg non-stock savings and loan associations (NSSLAs}, holding companies, investment companies government NBFls, ass€t management companies, insurance agencies/brckers, venture capital corporations, FX dealers, money changers, lending investors, pawnshops, fund managers, rcmittance agents and all other NBFIs without guasi-banking functions. i. Non -exx u ti ve di rccto rc y;rx k Officercxxx Prgr I otlt aa.

l. Parentwx m. Quasi-banks (QBs)shall refer to investment houses. finance companfts, trust wftiti?B and all otlrer NAfis with quasi- banking functions. n. Relatdcompanyxxx o. Related intetest;nfr, p. Pelatd partiesxu. q. Relatd prty tnnactions xxx r. Pisk appetite statementux s. Flisk gotemance framewo*nx t. Risk limitsw. u. Stockholderxn v. Substantlal stockholder shall refer to a person, or group of persons whether natural or juridical, owning such number of shares that will allow such person or Eroup to elect at least one fl) member of the board of dlrectors of a BSFI or who is directly or indirectly the registered or beneficial owner of more than ten percent (lO%) of arql class of its equis security. For cooperative banks (Coop Banks} substantial shareholders shall refer to primary cooperatives which have enough shares to elect a seat in the board, or those with at least ten percent flo%) ownership of the Coop Bank's equity. w. Subsidiaryrxux Section 2. Composition of the board of directors and Qualifications of a dircstor under Section 132 of the MORB are hereby amended to read, asfullows I32 BOARD OF DIRECTORS XD( Compsltlon of l{tc furd ofdlrcctots, a. Xxx b. Xxx c. Xxx Prg.2ofl+

d. Non-Filipino citizens may become members of the board of directors of a BSFI to the extent of the foreign participation in the equity of sald BSFI. Q.D fficatlorrs of e dI rcclo n a. A dirxtorshall have the bllowing minimum quallfication* tl) He must be fit and proper for the position of a director. In determining whether a person is fit and proper for the position of a director. the following matters must be considered: integrit)r/probity. physical/mental fitness; relevant educationfinancial literacyftraining; possession of competencies relevant to the job, such as knowledge and experience, skills, diligence and lndependentn of mtnd; -sulfi d€rElt of tfrne to ftilty carry out responsibilities; and concurrent positions in the same BSFI and interlocking positions in other entities that may pose conf,ict of interest xxx l2l Xe Prcvided, That the following persons are exempted ftom complying with the aforementioned requirement (a) Filipino citizens with recognized stature, influence and reputation in thc banking aommunity. including directors of publicly listed companies in the Philippinec and whose business practices stand as testimonies to good corporate governance. ln this respect the Bangko Sentralshallconsider results of supervisory assessments in evaluating the eligibility of thecand[detebr thc exernPtioe (b) Distinguished Filipino and tureign nationals who served as senior officials in central banks and/or fi nancia I regu latory agencies. For th is pu rpose' sen ior officials in the Bangko sentral shall refer to those who assumed Managing Director position or higher; or (c) Former Chief Justices and Associate Justices of the Philippine Suprcme Court Prcvided, fufthetThat this exemption shall not apply to the annualtraining requirements for the members. b. @nt atd tlpn+.xer,utfvedfiEsipts xxx 0) xxx Pl,g.3ofl+

{2) An independent director of a BSFI may onllt sewe as such for a maximum cumulative term of nine (9) years. Prouided, That in the case of cooperative banks, the maxfiTrum anrrufattve tt?m fu indeeerdent directors shall be eight {8) years. After wtrich' the independent director shall be perpetually barred ftom seruing as independent director in the same BSFI, but may continue to serve as regular director. The maximum cumulative term for independent direetors shall be reckoned from 2012. c. Membes of the bud of dircctorc shall not be appointd as Corporate turctaqr or Chief Compliance Officer xxx Section 3. C-omposition of the board of directors and Qualifications of a director under Section 132-Q of the MORNBFI are hereby amended to read. asfollows: r32-Q BOARD OF DIRECTORS Xxx @mpsltbn of ttln M of dl r€t;f,otr. a. Xxx b. Xxx c. Xxx d. Non-Filipino citizens may become members of the board of directors of a BSFI to the extent of the foreign participation in the equity of said BSFI. (Nalltkatiotts d a dlrcdon a. A diratorshall have the bllowing minimum gualifrcations (l) He must be fit and proper for the position of a director. In determining whether a person is fit and proper for the position of a director, the following matters must be considered: integrity/probity, physica/mental fitness: relevant educationfi nancial literacyrtraining; possession of competencies relevant to the job, such as knowledge and experience, skills, diligence and independence of mind; sufficiencltof time to fully carry out responsibilities: and concurrent positions in the Prg.tofl4

same BSFI and interlocking positions in other entities that may pose conflict of interest nx (21 Xloc Provided, That the fiollowing persons are exempted from complying with the aforementioned requirement: (a) fifipirfo citircns with rucognirGd stgttrc, inftrcncr and reputation in the banking community, including directors of publicly listed companies in the Philippines. and whose business practices stand as testimonies to good corporate governance. In this respect, the Bangko Sentral shall consider rexrlts of srpervisoqt €ssessrsrts in evduating the eligibility of the candidate for the exemption; tb) Distinguished Filipino and foreign nationals who served as senior officials in central banks andlor financial regulatory agencies. For this purpose, senior officials in the Bangko Sentral shall refer to thorc who e*urned Mroging Director pcsiUen or higher: or (c) Former Chief Justices and Associate f,ustices of the Philippine Supreme Courb Providd, turtherThat this exemption shall not apply to the annual training requirements for the members of the board of directors. b. lndependent and non-exeutiue dirrctorc xxx c. Memfurc of the batd of dirstors shall not be appinted as corporate secfietaty or chief comptiance officer. Section 4. Chairperson of the board of directors, and Board of Directors meetings under Section 132 of the MORB and Section I32-Q of the MORNBFI are hereby amendd to read as fiollots: r3il32-Q BOAnD OF DTRECTORS xxx Clnilrpcrrcn of tlp fu td of dhtcbts a. Roles of the Chairprcon of the berd of dirrctorc.xxx b. Qualifications of the chairpetson of the furd of directorc, To promote checks and balanc6, as a general rule, the PrgoSotlt

Chairperson of the board of directorc shall be a non- executive director or an independent director' ThE pDgtiofis of cfrairyercur end cEo shafi mtt be hefd t'y one 0) peruon. ln exceptional cases where the position of chairperson of the board of directors and CEO is allowed to be held byone 0) Person as approved bythe Monetary Board, a lead independent director shall be appointed. Ttre Chairpenon must not harG sntcd as CEO of thc BSFI within the past three 6) years. In exceptional cases, fiormer CEOs of BSFIs shall be allowed to immediately assume the position of chairperson of the board of directors, Provided, That: fl ) This is consistent \rvith the govisions of its succession Plan and (2) There are no majorsupervisoryconcerns in the quality of the BSFI's govemance, risk management systems' and internal controls and compliance qtstem, and the BSFI ie notsnbject to cscCateC enforcernent acticn For this purpose nfi Berd of dI rccto ts mecl thtg. xxx. a. Full board of dirrctots metings The meetings of the board of directors may be conducted through modern technologies such as, but not limited to teleconfurencing and video conferencing as long as the director who is taking part in said meetings can actively participate in the deliberations on matters taken up thercin: ffi, That sv€rlt memb€r of the board of directors shall participate in at least fifty percent (5O%) and shall physically attend at least twen$t-ftve percent (25%) of aff meetings of the board of dlrectors every yean Providd' furthen That the absence of a director in more than ftflry percent (5O%) of all regular and special meetings of the M of dinctors drring hisrhar incumbGncy is a grmtnd for disqualification in the succeeding election: Provided, furthermore That the twenty-five percent (25%) physical attendance requirement is lifted during periods of national emergencies. public health emergencies' and major disasters, among others, that affect mobility, activity, and acceslitsBSFfr b. Board4evel committe m*tings xxx Prg.6ofl+

Section 5. Qualifications of an officer under Section 134 of the MORB and Section 135€ of MORNBFI is herebyamended to read, as follows: OFFICERS Qwllfuatlotts ofan ofrccr.An officer must be fit and proper fior the position he is being appointed to. ln determining whether a person is fit and proper fur a particular position, the following metters must bG considsed: integri@ity, educationftraininE. possession of competencies relevant to the function such as knowledge and experience, skills and diligence, and concurrent positions in the same BSFI and interlocking positions in other entities that may pose conflict of interest xx)( Section 6. The existing provisions on Interlocking Directorships and/or Officerships under Section 137 of the MORB and Section l3GQ of the MORNBFI are hereby amended in full and shall now read, as follows: |3?n3eQ gOilFnMATION OF THE ELECTION/APPOINTITIENT oF DIRECTORS/bF66RS; BIGDATA OF DNRECTORS AND oFFtcER$ TNTERLOCKTNG D|RECTOnS|HIPS AND/OR OFFICERSI{IPS; RULES OF PROCEDT RES ON ADMINISTRATIVE CASES IM'OLVING DIRECTORS AND OFFICERS OF BSFIS xD( lnEdekhg UrffiEhW atd/u ofrsrhlp. The Bangko Sentral recognizes that efiective sharing of managerial and technical expertise across institutions promotes economies of scale and organlzatlonal syne?Eles, a5 well es btobdehs perspectives in strategy formulation and risk management. In this regard. Bangko Sentral-supervised financial institutions (BSFls) are expected to have an effective governance process in place to ensure that the benefits of having directors or officers with interlocking posations in other entities are optimized, that the cpncetned directors orofffcer de\tott suffruient tirne and attention necessary to efiectively carry out their duties and responsibilities, and that excessive concentration of economic power, unfair competitive adnantage, abusive practices, and conflict of interest situations are prevented. a. ncepondbtllthcof bordo'fdlrcto?s. Consistcnt with tha standards and principles set forth in the corporate govemance guidelines for BSFIs under Sec. 132i32-Q, the board of directors of BSFIs shall: Prg.7ofl4

fi) Approve policy on having directors or officers with interlocking positions in other entities, which shall cover, among others, the following: (a) Cases and the corresponding rationale when the BSFI shall allow/appoint directors or officers to havelvith interlocking positions in other entities; the sectors or industries of the entities where the directors or officers may assume other positions; interlocking positions that rnay bc Hd by directors or officers: and limit on the number of entities where the director or officer may hold interlocking positions. Providd, That the limit to be set shall be cond$ent w{th item b' of Q$lifications of a director under Sec. 132n32-Q, (b) Measures to avoid excessive concentration of economic power, unfair competitive ad\Entage and abusive practices. The policyshallalso include the mcesurcs in hanCling conf,ict of interest situations: (c) Requirementto obtain approval from the board of directors or the appropriate authorlty deslgnated in the BSFI prior to acceptance of interlocking d irectorshidofficersh ip positions in other entities: (d) Requirement to obtain proof of disclosure to and consent from all the involved entities on interlocking officership positions held outside the banki ng grou p/cong lomerate; and (e) Courses of action in case conflict of interest arise or when the performance of the director or officer has been affected bythe interlocking positions held. (21 Ensure effective governance process on the selection and appointment of directors and/or officers who are holding interlocking positions in other entities and in approving the acceptanc€ of directors/officers of interlocking positions in other entities. The governance process shall cover continuous asse$iment of potential conflict of interest in the entities involved as well as the interlocking positions held. rJ) Ensure that directors and/or offtcers holding interlocking positions in other entities effectively carry out their duties and responsibilities in the BSFI. lt shall P.g[ t otl+

be the responsibilityof the board of directorsto conduct a periodic perbrmance enaluation of the concerned directors and officers measured against agreed upon 3tandE63 br tlr€ posltton. The toard of dlfiEffiors shafl immediately take appropriate action should the results of perfiormance evaluation reflect that the performance of the function in the BSFI has been adversely aftcted by the interlocking positions held by the director and/or officer. (4) Ensure that the control functions (i.e., risk management, compliance. and internal audit) cover the assessment of adherence to internal policies and regulatory expectations on interlocking positions held by the directors and/or officers. For the interlocking positions held by heads of control functi{tns, the assessfiient shall be performed by the board of directors or board-level committee to whom they functionally report to. Factors to Conslder on lnteilocklng Poaftlons. BSFIs shall observe the following rules for interlocking positions held by directors and/or offi cers: fl) tnterleking dirxtorchips Interlocking directorships in BSFIs are allowed except in cases involving banks belonging to the same category. In this respect' interlocking directorships in banks belonging to the same category shall only be allowed if the banks: (i) are part of the sarrre bar*ing g:rouFD or {ii} harc differerrt business models and are serving different markets or clients. For purposes of determining interlocking directorship. a director and hisfter spouse. whether legitimate or common- law shall be considered as one 0) and the Samep€rson. l2l tnterlocking dirxtotships ard officerchips. tnterlocking directorships and officerships are allowed provided that the positions do not pose conflict of interests. For this purpose, the appointment should be cotrsistant with th! policy doptcd try tht tsSfl. (3) tnterlocking oftcerhips.As a general rule, interlocking officerships shall not be allowed except (a) Held in the same capaci$r within a banking group as (i) corBorate secretaqt, {ii} secsrity officer' (iii) Chief Risk Officer. Chief Compliance Officer, Head of Internal Audit. or {iv} other positions performing similar functions as those in (i) to {iii) P.gc9otl4

hereof; Providd, That: The assumption of interlocking officerships is consistent with the enterprise risk management approach of the BSFI end the benthg group wlrerc tlhe concemed entities belong. (b) As corporate secretary or assistant corporate secretary between/among entitieg which are not part of the same banking group/conglomerate; firuubbdthat: L Proof of disclosureto and consentfrom allof the invofued entities on the interlocking officerships are obtained; and 2. The positiom do not poseconflict of interest and that the officer holding interlocking positions will still be able to denote zufficient time and attention to effectively carry out his/her duties and responsibllities. t4) consieteat with Sectien 6 cf Preridcntid Deerce Nq 129, as amended by Batas Pambansa Blg.66, entitled "Governing the Establishment, Operation and Regulation of Investment Houses,' the Bangko Sentral hereby allows interlocking directorship and officerchip between a bank and an investment house subject to the requirements of this Section and other applicable larar and regulations Prcvidd, however That interlocking officerships between a bank and an investment house may only be allowed where the majority or all of the equitlr of the investment house is owned bythe bank. Approval of interlocklng poeitions. The board of directors or the appropriate authority designated in the BSFI shall approve the interlocking positions held by directors and officers of a BSFI. The documents supporting the approval shall reflect the assessment done by the approving authori$r consistent with the policy adopted in the BSFI and the expectations in this Section. Transltory Provlcloni BSFIs shall reassess existing interlocking positions held by directors and officers, including those previously approved by the Bangko Sentral, considering the principles set out in this Section and the internai policy adopted. BSFIs shaii address issues noted in the assessment of interlocking positions in the election of directors and appointment of ofFcers to fully comply with the provisions of this Section by 30 June 2022. Plg.loofl+

Reports. BSFIs shall submit an annual report of all interlocking positions of its directors and ofFcerc within twenty (2ol banking days from the end of each reference yeetstatttng 3l Decernber 2O21. BSFIs shall keep a complete record of all interlocking positions of its directors and officers, and documentation of the assessments conducted by the board of directors or appropriate authoritydesignated in the BSFI on existing and ftew intcrbcfdng fsitiorrsb trrd sHl rnaintain a q6tcrn of updating said recordswhich shall be made available during examination by the Bangko Sentral or when required for su bmission fior verifi cation. Enforcernent Actlons, The Bangko Sentral shall deploy enfiorcernent actions to Prornot€ adtrerence to the requirements set forth in this Section and bring about timely corrective actions. The Bangko Sentral shall issue directives or sanctions on the BSFI and responsible persons which may include restrictions or prohibitions from certain authoritieVactivities; and warning, reprimand, suspension. rernornl .nd disqu.lifiGaticn ef conccrned 85Fl directcr* and offtcers. The Bangko Sentral shall disallow interlocking d i rectorshi ps and offi cersh ips or d irect the BSFI to amend its internal policy on interlocking positions if the Bangko Sentral deems that the interlocking positions pose conflict of interest which give rise to excessive concentration of economic power, unf,air competitive advantage, and abusive practicelr. g. fundrlnt tA BSFI maysecond or transfer its employee to another entitlt fior temporary assignment fuovidd, That it has a board-approved policy on secondment and that the transfer of the employee is approved by the appropriate authority of the BSFI: Prouidd, furthecThat the secondee or the transferred employee shall relinquish all his duties, responsibilities. and authorities in the BSFI. and shallreceive remuneration and other incentives from the host entity. BSFIs shall submit a notice within ten 0O) banking days from the approval of secondments of employees to the appropriate supervising department of the Bangko Sentral. h. Reprcrcntadrcs of goremment The provisions of this Section shall apply to representatives of the government or government-owned or controlled entities appointed as directors or officers in BSFls, unless otherwise covered under existing iaws. P.gotl ofl+

Section 7. The existing provisions on lnterlocking Directorships and/or Officerships under Sections ll2-N and l2O-T of the MORNBFI are hereby amended in full by applying the provisions in Section 6. Section 8. Responsibilities of the board of directors and senior management under Section 16l Compliance Framework of the MORB and Section lSlQ of the MORNBFI are hereby amended to read, as follows: t6t/t6r€ col{DlililcE ff,rilEwoRf( xxx EcsporplHlltls of tlp fud of dlrcctots and snlor manryententxxx The bbffi of dtrcutorc slrafl wrsurc ttrat BsFt ptnonrel and affiliated parties adhere to the predefined compliance standards- Senior management, through the CCO, xxx. xxx Section 9. Section 545 of the MORB on reportorial requirements is hereby emc.nded todelete Berisdic subrnlssisn of €gubtory rcports on ftnancialassistance to officers and employees and shall now read, as follovus: :'45 PROCEDURAL AND REPORTORIAT REQUIREMENTS xxx PeprtorialteguhenpnE Each bankshal|maintain a record of loans, other credit accommodations and guarantees covered by these regulations in a manner and form that will facilitate nerification of such transactions by Bangko Sentral examiners' Ttru appropriate rnrfntislng thpatmetTt of the Aengfio Sentral may require banks to furnish such data or information as may be necessary for purposes of implementing the provisions of the foregoing rules. Section lO. Section 135 of the MORB on loans, advances. and othcr crcdit accsnlrrcdatkrm to oftcrs is hcruby anendcd to include timeline br the submission of board-approved purpose on financial assistance to officerc and employees and shall now read, as follows: T35 REMUNERATIOI{ AND OTHER INCEITIT]VES xxx ltlgo12 otf4

P rofr t sha ring p rcg n ms xxx Loans, aduances, and othercrdit accommodations to officerc. xxx. BSFIs shall submit the board approved purposes for the grant of loans, advances, or any other forms of credit accommodations to offtcers fior approval of the Bangko Sentral within twenty (2O) banking days from approval thereof of the BSFI's board. The guidelines and contractual provisions imdcrnenting seid dofin€d pwpo6os, and any fubsequent changes thereto, shall on the other hand, be approved by the board of directors or a board-level committee. Tra ns I to4r p rcvisio n xxx. a. Funding byforeign banks. nu b. Other conditionslimitations. xxx BSFIs providing inancial assistance to their officersAmployees shall maintain a record of 'availments of loans,aCvanees, orany other fiorms of credit accommodations to officers and employees' and keep on file the board-approved purposes, guidelines and contractual provisions of the loans, advances, and other credit accommodations to officers/employees. The appropriate supervising department of the Bangko Sentral may further require BSFIS to submit/rnake available such data or information as may be necesltary to facilitate the reviewlterification of such transactions by the Bangko Sentral. Xxx Section ll. Section 374 of the MORB on lnvstmenB in Venturc Capital Corpration is hereby amended to delete the provision on i nterl ocki n g d i rectorsh i ps and/o r offi cersh i ps. Section 12. Appendix l0l of the MORB and Appendix Q-58 of the MORNtsFf ort Pgqrtircd Cs'tr'fuatiot s and Exam*s of Supporting Documents br the Confirmatrbn of Election/t4ppointment of Directorc/Officerc of BSFIs are hereby amended, as presented in Annexes A-I and A-2, respectively. Section I5. AppendixT of the MORB on Reports Required of Banks is hereby amended to delete the following reports on "Availments of Financial Assistance to Officers and Employees under Bangko Sentral Approved Plan' : PrgElS ofl4

!t Clt gory Form No. MOR R.poftTltl€ Qaf. B DCB l/ll Form Avrllmcrrc of Flnanclal Ard*ance to Olicrr: rnd tr. ilsp t-lr- €nrplryur tffit rn lWtrurd gHr 201 A-3 TB Fomr9 Scctlon Avellments of Flnenclal Ardrtence to Of|lccrt rnd Pago2 w Empbpes undcr Bangko S€ntid Apprcwd Plrn B RE/COB Scctlon Rcport on Avellrnsnt of Flnenclel Arslstrnce to Form 13 :t{6 Offlcers and Emdoyccc undcr an Approvrd Plan Sectlon 14 Eftcttulty. Thls Orcular shall teke efrct fifteen 05) calendar dayr fiollowing ltr publlcadon elther In the Oltlclal Gazctte or in a neurpapor of gcncnl clrculaUon. FOR THE MONETARY BOARD cc BEXITIIH E. DbKNO Governor f& Nrv|rfth?b zo;n het|.dL

Antpx A-l Appendlx lOl of the Manual of Regulatlons for Banks Requlrcd Certlficatlons and Examples of Supporting Documentr fior the Confirmatlon of Election/Appolntment "H;#,ffi",:,?,:L?,H.?*"i*#:#,r#lffii;:tr8#,Ex#;iifJsir#,;l"::fl Requlrlng Bangko Sentral Conflrmatlonr Not Requlrlng Bengko Scntral Confltmatlon Dlrrctors Ghief Executlvc Ofllcerand other Offrccrc bclowthc rankof SenlorVlce Ofrlcerr cnurnerated In Sec. tlf Presldent requlrlng a diffrrent ret of minimum qualiltcations4 o Letter-request br Bangko Sentral o Letter-request lor Bangko Sentral confirmatlon signed by authorized confirmation signed by authorized offtcer5 wlth an afftrmatlve statement offher wlth an affirmative ststement that the Institution has conducted a llt thdt the institution has conducied a fit and proper test on the directorA and proper teet on the officerA concerned concerned . gecretary's Certiffcate attesting to the r Secretaq/s Certificate attestinE to the resolutionofthostockholdersorboard resolution of the board of directors of directors approving the electionapproving the appointmenf . Bio-data with a photograph (2" x Zl . Bio-data with a photograph (2" x 2") o Bio-datawithaphotograph(2'x2")taken taken within the last six (6) rnonths taken within the last slx {6) months within the last six 16) months I To be submitted wtthin twenty {2O} business days from date of election/re-election/appointment/promotion to the appropriate suporvising department of the Bangko Sentral. 2 Inrludlng those exempted from the requlred Bangko Sentral confirmatlon as provided in Secs. 137 and 412. I E,E., Treasurer, trust officer, heads of internal audit, risk management, and compliartce functions, and other officers with rank of Senior Vice Pregident and abow 4 E.g., Securlty Officer, Head/n-Charge of E'IFCOU Operations, and Headf n-Charge of lrnport and Export Financing Operations (fior TBsl 5 authorlzed slgnatory is the Chlef txecutlve Offlcet (CEO) of the instltutlon, except for appolntment of CEO, In whlch case the authorized signatory shall be the Chairman oi the Corporate Governance Corhmittee or of the Board of Dirsctors, as may be applicable. For those exempted from the required Bangko Sentral confirmation as provided in Sec. 137, submit statement that the institution has conducted a fit and proper test on the director/officer concerned. 6In case of forelgn bank branches, consularized letter of appointment of the officer concerned from the Head Office andlor Regional Office

Annex A-l Appendlx lOl of the Manual of Ragulatlons fior Banks r Certiftcation under oath of the director o Certification under oath of the ofricer concerned that he/she possesses all concerned that he/she possesses all the the qualifications and none, of the qualifications dnd none of the disquallffcations to become a director disquallfications trr become an officer r For directors who are holding interlocking positions in government/gwernment owned and/or -controlled corporations (COCC), written permission from the head of the DepartmenVCOCC, allowing him/herto become a dlrector ofthe BSFI e For first-time directors in a particular r For first-time offfcerc to be subject to bank/banking group as deftned in Sec. Batgko Sentral confirmation in a 137 palticular bank wlth trust authorlU/trust corporation/banking grcup as dgfined in Sec.137 il.Certlfication under oeth of Duly accomplished and notarized compllance with the Bangko Sentral- authorizatlon form fior querying the prescrlbed syllabus on corporate records of the Bargko Sentral, irrcluding governance sominar the Watchlist Files of the Bangko Sentral. ftonr the ofhcer concerned. b. Certification under oath that the director has received copies of the duties and responsibilitles of the board of dirgctors and of a director and that he/she tully understands and accepts the same

AnmxA-l Appendlx IOI of the Manual of Regulatlons for Banks c. Duly accomplished and notarized authorizatlon form for querylng the records of the Bangko Sentral, Includlng thG Watchlist Filcs of the Bangko Sentral; from the director concerned. . For Independent directors, r Brief description of hislher duUes and . Brief descrlption of his/her duties and certification urder oath that he/she is responsibilities responsibilities an independent director as dlfined in 6SP regulationr . For re-elected directors, Secretary/s o Alien Employment Permit issued by the Gertificate on lhe attendance by the Department of Labor and Employment director conccrned to thd board fior foreigners appointed as officors meetings held fior the last twelve 02) months covering the term ol service, indicating percentage of attendance to board meetihgs

AppendlxQ-56of the Manual of Regulatlonr for Non-Bank Flnanclal Instltutlong AnnexA-2 Required Certifications and Examples of $upporting Documents for the Confirmation of Election/Appointment of Ditectons/Officerc of Bangko llentral ng Pilipinas Supervised Financial lnstitutions (BSFlslr (Appendbr to Secs. lt6-Q lConfrrmatlon of electlordappolntment of dlrector{otfrcersl, l6l-Q lChlaf Compllance Ottlcetl,.nd 4t2-Q lConfirmatlon of the applntment/dxlgnatlon of trast ofrcer and Ind ep nden t professlo na 0l Requlrlng Bangko Sentral Confirmallonz Not Requlrhg Bangko Sentral Gotfirrnetlon Dlnctors Chlef Executln Off,ccr and Other Off,crrs Off,ccrs balowths rankof Scnior enunrcrated in sec. |3eQ (cohfirmatlon of Vice PrecHent requiring a diffarcnt electbn/appolntmcnt of set of mlnlmum qurllflcetlonsr dhrcton/ofllcrnrF Letter-request for Bangko Sentral Letter-request for Bangko Sentral conftrmation signed by authorized offtcef confirmatlon signed by authorized officer $rith an affirmative statemdnt that the with an affirrnative statemant that the institution has conducted a ftt and proper institution has conducted a flt and proper test on the director/s concerned test on the ofFcer/s concernedl tecretary's Certificate attesting to the Secretary's Certificate attesting to the resolution of the stockholderg or board of resolution of the board of directors directorc aoorovino the slection aoorovino the lppointment Bio-data with a photograph 12' x 2'l taken Bio-data with a photograph lZ' x 2'l taken Bio-data with a photograph 12'x2'l wlthln the last slx (6) months wlthln the last rix (61 months taken wlthln the last slx f6) months Certification uhder oath of the director Certiftcation Under oath of the dlrector concerned that he/she possosses all the concerned that he/she possesses all the qualiftcations and none of the qualifications and nong of the disqualifications to become a director disouallficatiorls to become ail offrcer I to be submitted wlthln twenty (2Ol br,rslness days from ddte of electlon/rc-electlorVappolntmenVprcmotlon to the appropricte supeMslng deptrtment of the BrrEko Sentrrl. 2 fncfudlng those exlmpted from the rcqulred Bangko Sentral conf,rmatlon ac provided In Secs. f,6Q (Confirmetlon of el*tlotdaryohttncntofdfucctotdofficarc) and 4l2Q (Contlrmatlon of tha appolntlrnnt/deslgnatlon of trust olllcer and lhdapendent profgstionail 3 E g., Treasurer, trustofficer, heads of intemal audlt rlsk milnagement, end cornpllanco functlon$, and otherofficers with rank of SenlorVlce Presldent and abone a e.g., Securlty Officer. Headin€haqe d FCDU Operations, and Headfin-Charge of lmpoft tnd Export Financing Operations (for TBsl E s Authorlzed signatory ls the CEO of the lnstitutlon, except br appolntmGnt of cEo, in wlrlch casd the authorized slghatory shall be the Chairman of the cdrporate Govemance Committee orof the Board of Directors. as ma), be applicablc. Forthose exempted from the required Bangko Sentral confirrnation as provided in Sec. l36Q (Conftrmation of electiony'appointment of directors/officersl, submit statement that the insfrtutlon h* conducted a fit and propet test on the dlrsctor/offtcer cdncemed.

Appendlx Q-56 of the Manual of Regulatlonc for Non-Bank Flnanclal lhstltutlons AnnexA-2 Requiring Bangko Sentral Conllrmatlonc Not Requlrtrg Bangko Sentral Coifirrnetlon Dlrectorc Ghlef Excutlrn Offlcnr and Othcr Offlcert Officcrr bGlowth. rankof Senlor enumerated lil Sec. l3eQ (Cohfinnatlon of Vlce PrrrHent ruqulrlng a dltfiarent elcctlbry'eppolntmcnt of set of mlnlrnum quelmcatlongt dlnctor:/of,lcrnrlt For directors \^rho are holding interlocking positions in government/government owned and/or -controlled corporatlons IGOCC),written permission ftom the head of the DepartmenVcocc, allowirtg him/her to become a director of the BSFI For ffrst-time directors in a particular For the flrst-tirrre officers to be subject to bank/banking Eroup as deflned in Sec.136- Bangko Sentral confirmation in a particular Q (Con ft rmatioh of election/appoi ntment of QB/N BFl^rvith trust authorlty/trust diretordofficercl corporation/ banking group as defi ned in Sec. t36-Q {Confirmation of e I ect io n /a o oo i n t m e n t of d irecta rs/o ffi c e rsl e. Certlfication under oath of compllance a. Duly accompllshed and notarized with the Bangko Sentral-prescribed syllabus authorization fiorm fior querying the records on corporate gdvernance seminar of the Bangko Sentral , including the Watchlist Files of the Bangko Sentral. from tha offieer conderned b. Certiftcation under oath that the director has received copies of the duties and responsibilities of the board of directors and of a director and that he/she tully understands and acceots the same c. Duly accompllshed and notarlzed authorization fiorm for queryirg the records of the Bangko. Sentral, irtcluding the Watchlist Files of the Bangko Sentral, ftom the director concerned 5 Incfudihg those ex6mpted ftom the required Bangko Ser*ral conflrmation * provided in Secs. E6-Q (Confirmation of el*tiotdappoir*ment ofditetotdofrcer) and 4l2glconfirmatlon of the applnmrent/deslgnatlon dtrust ofrlcq and lhdependent profssionall 7 intemal audit, risk menagement. and compliance functiong, and other officerc with rank of SeniorVice President and above E.g., Tleasurer, trusl officer, heads of B E.g., securlty Officer, Head^n{harge of E/TCDU operations, and Headln-chdrge of lmport and Export Flnancing operations (for TBs)

Appendlx Q-58 of the Manual of Regulations for Non-Bank Financial Instltutlons AnnexA-2 Requlrlng Bangko Sentral Confirnratlone Not Requlrhg Brngko Sel*ral Gorrflnnatlon Directors Ghhf Exccuthrc Oficcr tnd Ghcr Officarr Officcr: belowthc rankof Scnlor Gnumcftttd In scc. l3eQ (cohfr rnatlon of Vice President requiring a different alectlbny'eppolntmcnt of sct of mlnlmum quallflcetlonrn dhlctorr/offrcrnrlo For independrnt directors, certification Brief description of his/her duties and Brief description of his/her duties under oath that he/she is an independent responsibilities and responsibllities dlrector as defined In Bangko Sentral reoulations For re-elected directors, Secreta4/s Alien Employrrtent Permit issued by the Gertificate on the attendance bythe dlrector Department of Labor and Employment for concerned to the board meeffngs held for fioreigners appointed as officeft the last twelve 02) months covering the term of seruica, indicating percentage of tttendance to board meetlngs (A amendcd by Circular Nos. 972 dated 22 Augwt 2017, 970 datod 22 August 2017,887 datcd OZ October 2015, and ?58 dated ll May 2Ol2) e lncluding those exdmpted ftom the required Bangko Sentral conflrmation ar provlded In Secs. lS6-Q (Confrmation of el*tiotdappohttmant of dhectots/officets) and 4l2Q(Conlfrmation of theappointfnent/deslgnation dtrust otlrcef and ihdependent profestional), Io' E.g, Trcasurcr. tru3t officer, heads of irrtemal audit risk rrlanagement, and c6mpliance functiort, and other officerr with rank of Senic,r Vice President and above ll Eg., securlty offfcer. Head/n{harge of EIFCDU operatiohs. and HeadIn-ChrEB of lmport and Expon Flnancing operations (fur TBs)