Advisory on the Term Limits for Independent Directors

BI\NoKo Senrnal N@ PILIPINAs OFFICE OF THE DEPUW GOVERNOR SUPERVISION AND EXAMTNATION SECTOR ctRcurAR LETTER NO. Ct-2016-073 To ATt BSP SUPERVISED FINANCIAT INSTITUTIONS Subject : Advisory on the Term Limits for Independent Directors Circular No. 749 dated 27 February 20L2, as amended, on the ,,Guidelines in Strengthening Corporate Governance in BSP Supervised Financial Institutions" provides that the maximum term and any "cooling off" period prescribed by the Securities and Exchange Commission (sEC) for independent directors shalt likewise apply to BSp Supervised Financial Institutions (BSFls). In this regard, please be informed that the SEC issued the attached advisory dated 3L March 2oL6, on the term limits for Independent Directors (lDs). Please be guided accordingly. I l-J-\'--A NESTOR A. ISPENILLA Deputy Governo {August 2016

Republic of the Philippines Depanuent of Fiaance Securities and Exchange Commission SEC Building, EDSA, Greenhills, Mandaluyong City TO ALt LTSTE4 PUBLTC AND MUTUAL FUNDS COMPANIES SUBTECT ; TERM UMITS FOR INDEPENDENT DIRECTORS ADVISORY Pursuant to SEC Memorandum Circular No. 9, Series of 2011 and SEC Mvisory dated 15 March 2015, Independent Directors (IDs) elected in 20tr2 may be re-elected as such until 2017, when the two (2) year cooling-off period shafl commence, Howeve4 if there are no suitable replacements, said IDs may be re- elected in 20w unUl 2021, at which time, they may no longer be qualified as IDs for the same companies Said re-electlon ln 20L7 until 2021 shall be with prior written notice and Justification to the Commission addressed to the C.orporate Governance and Finance Department. Mandaluyong City,31 March 2016. 2- q& TERESITAS. HERBOSA Chairperson