Enhanced Corporate Governance Guidelines for BSP-Supervised Financial Institutions

BANOKO SENTRAL No PILIPINAS OFFICE OF THE GOVERNOR crRcur.AR No. _9€9_ Series of 2017 Subject: Enhanced Corporate Governance Guidelines for Bsp.Supervised Financial Institutions The Monetary Board, in its Resolution No. 1326 dated 3 August 2017, approved the revisions to guidelines in strengthening corporate governance in 85P 5upervised Financial Institutions amending relevant provisions ofthe Manual of Regulations for Banks (MORB) as follows: Section l. Chapter H of Part One of the MORB on Directors, Officers and Employees is hereby retitled as "Corporate Governance Guidelines". Sectlon 2. Section X141and Subsections X141.1 are herebv amended, and Subsections X141.2 to X141.5 and Subsections X141.9 to X141.10 are deleted, to read as follows: Sec. X141 Policy Statement. lt is the thrust of the Bangko Sentral to continuously strengthen corporate governance in its supeavised financial institutions cognizant that this is central in sustaining the resiliency and stability of the financial system. In this light, the Santko Sentral is aligning its existing regulations with the Code of Corporate Governance for Publicly-l-isted Companies issued by the Securities and Exchange Commission as well as with best practices and standards issued by globaliy recognized standard setting bodies. Subsec. X141.1 Dqinition ol terms. For purposes of these regulations, the following definitions shall apply: a. Affiliote shall refer to an entity linked directly or indirectly to a Bangko Sentral- Supervised Finan€ial Institutions (BSFI) by means of: (1) Ownership, control as defined under ltem '?" of this Subsection, or power to vote of at least twenty percent (20%) of the outstanding voting stock of the entitv, or vice-versa; (2) Interlocking directorship or officership, where the director or officer concerned owns, controls, as defined under ltem "d" of this Subsection, or has the power to vote, at least twenty percent (20%) of the outstanding voting stock of the entity, (3) Common ownership, whereby the common stockholders own at least ten percent (10%) of the outstanding voting stock of the BSFI and at least twenty percent (20%)ofthe outstanding voting stock ofthe entity;

(4) Management contrad or any arrangement granting power to the BSFI to direct or cause the direction ofmanagement and policies ofthe entity; or (s) Permanent proxy or voting trusts in favor of the BSFI constituting at least twenty percent (20%) of the outstanding voting stock of the entity, or vice versa. b, Close fomily members shall refer to persons related to the BSFl,s directors, officers and stockholders (DOS) within the second degree of consanguinity or affinity, legitimate or common-law. These shall include the spouse, parent, child, brother, sister, grandparent, grandchild, parent-in-law, son-/daughter-in-law, brother/sister-in-law, grandparent-in-law, and grandchild-injaw of the BSFf s DOS. c, Complex bonk shall refer to universal/commercial banks (UBs/KBs). Nonetheless, a UB/KB may apply with the Bangko Sentral for a reclassification as simple or non- complex bank in order to avail of the reduced minimum requirement on the constitution of board committees. The Bangko Sentral may likewise declare thrift banks (TBs), rural banks (RBs)or cooperative banks (Coop Banks) as complex. Any TB, RB o. Coop Bank having at least three (3) of th€ following charactertstics shall be deemed a complex bank: (1) Total assets of at least P6 billion; (2) Extensive branch network; (3) Non-traditional financial products and services by vinue of special authorities (e.g., trust, quasi-banking derivatives licenses), as well as distinctive products like credit cards, remittance, trade-related services, contract-to-sell (CTS) financing, among othea financial services; (4) Use of non-conventional business model, such as those using non-traditional delivery platform such as elecftonic platforms; and (5) Business strategy characterized by risk appetite that is aggressive and risk exposures which are increasing such as those with robust b.anch expansion programs or acquisition plans as determined by the Bangko Sentral. d. Control of an enterp.ise exists when there is: (1) Power over more than one-half of the voting rights by virtue of an agreement with other stockholders; or (2) Power to govern the financial and operating policies ofthe enterprise under a statute or an agreemenu or (3) Power to appoint or remove the majority of the members of the board of directors or equivalent governing body; or (4) Power to cast the majority votes at meetings of the board of directors or equivalent governing body; or (5) Any other arrangement similar to any of the above. Control is presumed to exist if there is ownership or holdin& wh€ther direct or indirect, oftwenty percent (20%) or more of a class of voting shares of a company. Should the BSFI choose to disclaim or rebut the presumption, it should provide facts sufficient to show that there is indeed no control. Fu.ther, the BSFI shall submit a written commitment that: (a) shares owned or held are exclusivelv for

investment purposes; (b) the BsF|-stockholder will not serve on the board of diredors and will not nominate any candidate to sewe on the board of directot s or otherwise seek board representation; (c) the BsFt-stockholder will have only limited contads with ESF| management that are customary for interested shareholders; (d) the BSF|-stockholder will engage only in normal and customary transadions with the enterprise; and (e) the BSFI will not pledge the shares acquired to secure a loan with any institution. e. Corresponding percons in offilioted componies shall refer to the DOS of the affiliated companies and their close family members. Directors. Directors shall include: (1) directors who are named as such in the articles of incorporation; (2) directors duly elected in subsequent meetings of the stockholders or those appointed by virtue ofthe charter of government-owned BSFIs; and (3) those elected to fill vacancies in the board of directors. lndependent directors. An independent diredor shall referto a person who - (1) is not or was not a director, officer or employee of the BSFI, its subsidiaries, affiliates or related interests during the past three {3) years counted from the date of his election/appointmenU (2) is not or was not a director, officer, or employee of the ESFl's substantial stockholders and their related companies during the past three {3) years counted from the date of his election/appointment; (3) is not an owner ofmore than two percent (2%)ofthe outstanding shares or a stockholder with shares of stock sufficient to elect one (1) seat in the board of directors of the institution, or in any of its related companies or of its majority corporate shareholders; (4) is not a close family member of any diredor, officer or stockholder holding shares of stock sufficient to elect one (1) seat in the board of diredors ofthe BSFI or any of its related companies or of any of its substantial stockholders; (5) is not actinS as a nominee or representative of any director or substantial shareholder ofthe BSFI, any of its related companies or any of its substantial shareholders; (6) is not or was not retained as professional adviser, consultant, agent or counsel of the BSFI, any of its related companies or any of its substantial shareholders, either in his personal capacity or through his firm during the past three (3) years counted from the date of his eledion; (7) is independent of management and free from any business or other relatjonship, has not engaged and does not engage in any transaction with the BSFI or with any of its related companies or with any of its substantial shareholders, whether by himself or with other persons or through a firm of which he is a partner or a company of which he is a director or substantial shareholder, other than transadions which are conducted at arm's length and could not materially interfere with or influence the exercise of his judgment;

(8) was not appointed in the BSFI, its subsidiaries, affiliates or related interesrs as Chairman "Emeritus", "Ex-Ofticio", Directors/Officers or Members of anv Advisory Board, or otherwise appointed in a capacity to assist the board of directors in the performance of its duties and responsibilities during the past three {3)years counted from the date of his appointmentj (9) is not affiliated with any non-profit organization that receives significant funding from the BSFI or any of its related companies or substantial shareholders; and (10) is not employed as an executive officer of another company where any of the BSFI's executives serve as diredors. n. Mojority stockholdet or mojority shoreholder shall refer to a person, whether natural or juridical, owning more than fifty percent (50%) of the voting stock of a BSFI. Non-executive directors shall refer to those who are not part of the day to day management of operations and shall include the independent directors. However, not all non-executive directors are considered independent diredors. I. Oflicers shall include the Chief Executive Officer (CEO)1, executive vice presidenr, senior vice-president, vice president, general manager, treasurer, secretary, trust officer and others mentioned as officers ofthe BSFI, or those whose duties as such are defined in the by-laws, or are generally known to be the officers of the BSFI (or any of its branches and offices other than the head office) either through announcement, representation, publication or any kind of communication made by the BSFI', Provided, That a person holding the position of chairman or vice- chairman of the board of directors or another oosition in the board of directors shall not be considered as an officer unless the duties of his position in the board of directors include functions of management such as those ordinarily performed by regufar ollicersi Provided, further, that members of a group or committee, including sub-Sroups or sub-committees, whose duties include functions of management such as those ordinarily performed by regular officers, and are not purely recommendatory or advisory, shall likewise be considered as otficers. v Shall also refer to the President or any other title r€ferring to the top management post in the SSFl Porent shall refer to a corpo.ation which has control over another corporation directly or indirectly through one (1) or more intermediaries; L Reloted compony shall referto another company which is: (1) lts parent or holding company; (2) lts subsidiary or affiliate; or {3) A corporation where a BSFI or its majority stockholder own such number of shares that will allow/enable such person or group to elect at least one (1) member of th€ board of directors or a partnership where such majority stockholder is a oartner.

m. Reloted intercst shall refer to any of the following: (1) Spouse or relative within the first degree of consanguinity or affinity, or relative by legal adoption, of a director, officer or stockholder ofthe BSFI; (2) Partnership of which a director, officer, or stockholder of a BSF| or his spouse or relative within the first degree of consanguinity or affinity, or relative by legal adoption, is a general partner; (3) Co-owner with the director, officer, stockholder or his spouse or relative within the first degree of consanguinity or affinity, or relative by legal adoption, ofthe property or interest or right mortgaged, pledged or assigned to secure the loans or other credit accommodations, except when the mongage, pledge or assignment covers only said co-owner,s undivided interest; (4) Corporation, association or firm of which any or a group of directors, officers, stockholders of the BSFI and/or their spouses or relatives within the first degree of consanguinity or affinity, or relative by legal adoption, hold or own at least twenty percent (20%) of the subscribed capital of such corporation, or ofthe equityofsuch association orfirm; (5) Corporation, association or firm wholly or majority-owned or controlled by any related entity or a group of related entities mentioned in ltems,,m(2)" and "m/4,)" ofthis Subsedion; (5) Corporation, association or firm which owns or controls directly or indirectly whether singly or as part of a group of related interest at least twentv percent (20%) of the subscribed capital of a substantial stockholder of the ESF| or which controls majority interest of the BSFI pursuant to Subsec. X303.19; (7) Corporation, association or firm which has an existing management contract or any similar afiangement with the parent ofthe BSFI; and (8) Non-governmental organizations (NGO5)/ foundations that are engaged in retail microfinance operations which are incorporated by any of the stockholde.s and/or directors and/or officers or related BSFts. The general principles and standards that will govern the business relationships between ESF|s and their related NGOsfoundations enga8ed in retaif microfinance are found in ADoendix 27, n, Reloted pofties shall cover the BSFt's subsidiaries as well as affiliates and any pany (including their subsidiaries, affiliates and special purpose entities) that the BSFI exerts direct/indired control over or that exerts di.ect/indireqt control over the BSFI; the BSFI's directorg officers, stockholders, and their related interests (DOSRI), and their close family members, as well as corresponding persons in affiliated companies. This shall also include such other person/juridical entity whose interests may pose potential conflict with the interest of the BSFI, hence, is identified as a related party. The above definition shall also include direct or indirect linkages to a BSFI identified as follows: (1) Ownership, control or power to vote, of ten percent (10%) to less than twenty percent (20%) ofthe outstanding voting stock ofthe borrowjng entity, or vrce versa:

(2) Interlocking directorship or officership, except in cases involving independent directors as defined under existing regulations or directors holding nominal share in the borrowing corporation; (3) Common stockholders owning at least ten percent (10%) of the outstanding voting stock of the SSF| and ten percent {10%) to less than twenty percent (20%) ofthe outstanding voting stock ofthe borrowing entity; or (4) Permanent proxy or voting trusts in favor ofthe BSFI constituting ten percent (10%) to less than twenty percent {20%) of the outstanding voting stock of the borrowing entity, or vice versa. Reloted porty tronsoctions /RPIsl shall refer to transactions or dealings with related parties of the BSFI, including its trust department regardless of whether or not a price is charged. These shall include, but not limited to the following: (1) On- and off-balance sheet credit exposures and claims and write-olfs: (2) Investments and/or subscriptions for debt/equity issuances; (3) Consultin& professional, agency and other service afiangements/contracts; (4) Purchases and sales of assets, including transfer of technology and intangible items (e.9., research and development, trademarks and license agreements); (5) Construction arrangements/contracts; (6) Lease arrangements/contracts; {7) Trading and derivative transactions; (8) Borrowings, commitments, fund transfers and guarantees; (9) Sale, purchase or supply of any goods or materials; and (10) Establishment ofjoint venture entities. RPTS shall be interpreted broadly to include not only transactions that are entered into with related parties but also outstanding transactions that were entered into with an unrelated partythat subsequently becomes a related party. p. Risk oppetite stotement shall refer to the articulation in written form of the aggregate level and types of risk that a BSFI is willing to accept, or to avoid, in order to achieve its business objectives. lt includes qualitative statements as wetl as quantitative measures expressed relative to earnings, capital, risk measures, liquidity and other relevant measures as appropriate. q Risk govemonce frcmework shall refer to the framework through which the board of directors and management establish the BSFI's strategy; articulate and monitor adherence to risk appetite and risk limits; and identify, measure, and manage risks. f. Risk limits shall refer to the allocation of the 85Ft's risk appetite statement to: specitic risk categories (e.9., credit, market, liquidity, operational); the business unit or platform level (e.g., retail, capital markets); lines of business or product level [e.g-, concentration, value-at-risk {VaR), or other limits]; and other levels, as appropriate. s, stockholdet shall rcter to any stockholder of record in the books ofthe BSFt, actrnt personally, or through an attorney-in-fact; or any other person duly authorized by him or through a trustee designated pursuant to a proxy or voting trust o|. other

similar contracts, whose stockholdings in the BSFt, individual and/or collectively with the stockholdings of: (1) his spouse and/or relative within the first degree by consanguinity or altinity or legal adoption; (2) a partnership in which the stockholder and/or the spouse and/or any of the aforementioned relatives ts a Seneral partner; and (3) corporation, association or firm of which the stockholder and/or his spouse and/or the aforementioned relatives own more than fiftv percent (50%) ofthe total subscribed capital stock of such corporation, association or firm, amount to one percent (1%) or more of the total subscribed capital stock ofthe BSFI. t. Substontiol 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 group to eled at least one (1) member ofthe board of directors of a BSF| or who is directly or indirectly the registered or beneficial owner of more than ten percent (10%) ofany class of its equity security. u, Subsidiory shall refertoa corporation orfirm morethan fifty percent (50%) ofthe outstandinS voting stock of which is directly or indirectly owned, controlled or held with power to vote by its parent corporation. Section 3. Section X142 and its Subsections shall now read as follows: Sec. X142 Board of Diredors. Subsec. X142.1 Powers/Corporute powe6 of the boord of dhedorc. The corporate powers of an institution shall be exercised, its business conducted, and all its resources controlled through its board of directors. The powers of the board of directors as conferred by law are original and cannot be revoked by the stockholders. The directors 5hall hold their office charged with the duty to exercise sound and objective judgment for the best interest of the institution. Svbsec. X7422 Composition ol the boord of dhecto6. a. Pu rsuant to Sections 15 and 17 of R.A. No. 8791, there shall be at least five (5), and a maximum of fifteen (15) members of the board of directors of a BSFI.. Provided, That in case of a bank/QB/trust entity merger or consolidation, the number of directors mav be increased up to the total number of the members of board of directors of the merging or consolidating bank/QB/trust entity as provided for in their respective articles of incorporation, but in no case to exceed twenty-one (21). The board of directors shall determine the appropriate number of its members to ensure that the number thereof is commensurate to the size and complexity of the BSFI's operations. b. To the extent practicable, the members ofthe board of directors shall be selected from a broad pool of qualified candidates. Non-executive directors, who shall include independent directors, shall comprise at least majority of the board of djrectors to promote the independent oversight of mahagement by the board of directors.

c. At least one-third (1/3) but not less than two (2) members ofthe board ofdirectors shall be independent diedo's'. Provided,fhat any fractional result from applying the required minimum proportion, i.e., one-third (1/3), shall be rounded up to the nearest whofe numbet: Provided, luftheL That in the case of RBs, at least one (1) independent director shall be eleded to the board of dircctors.. provided, fufthermore, That RBs whose business model, is deemed complex by the Bangko Sentral, or as directed by the appropriate supervising depanment of the Bangko Sentral, shall have at least one-third (1/3) but not less than two (2) members of the board of directors as independent dllec.o.s:. Ptovided, fino y, That any fradional result from applying the required minimum proportion, 1.e., one-third (1/3) shall be rounded-up to the nearest whole number. 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: Provided,Ihat pursuant to Section 23 of the Corporation Code of the Philippines (BP Blg. 68), a majority ofthe directors must be residents ofthe Philippines. Subsec. X!42,3 Quallflcotions oI q dlredor. a. A director shall have the following minimum qualifications: (1) 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, physical/mental fitness; relevant education/flnancial literacy/ trainin$ possession of competencies relevant to the job, such as knowledge and experience, skills, diligence and independence of mind; and sufficiency of time to fullycarry out responsibilities. In assessing a director's integrity/probity, consideration shall be given to the directo/s market reputation, observed conduct and behavior, as well as his ability to continuously comply with company policies and applicable laws and regulations, including market conduct rules, and the relevant requirements and standards of any regulatory body, professional body, clearing house or exchange, or government and any of its instrumentalities/agencies. An elected director has the burden to prove that he possesses all the foregoing minimum qualifications and none of the cases mentioned under Subsection X150.1. A director shall submit to the Bangko Sentral the required certifications and other documentary proof of such qualifications using the Apperdix 98 as guide within twenty (20) banking days from the date of election. Non- submission of complete documentary requirements or their equivalent within the prescribed Deriod shall be construed as his failure to establish his qualifications for the position and results in his removal from the board of directors. The Bangko Sentral shall also consider its own records in determining the qualifications of a director.

The members ofthe board of directors shall possess the foregoing qualifications in addition to those required or p.escribed under R.A. No. 8791 and other applicable laws and regulations, (2) He must have attended a seminar on corporate governance for board of directors. A director shall submit to the Bangko Sentral a certification of compliance with the Eangko Sentral-prescribed syllabus on corporate governance for first time directors and documentary proof of such compliance: Prcvided, fhal the following persons are exempted from complying with the aforementioned reouirement: (a) Filipino citizens with recognized stature, influence and reputation in the banking community and whose business practic€s stand as testimonies to SOOd COrpOrate governance; (b) Distinguished Filipino and foreign nationals who served as senior officials in central banks and/or financial regulatory agencies, including former Monetary Board members; or (c) Former Chief Justices and Associate Justices of the philippine Supreme Court: Prcvided, fufther, That this exemption shall not apply to the annual training requirements for the members of the board of directors. b. lndependent ond non-executive diectors ln seleding independent and non-executive directors, the number and types of entities where the candidate is likewise eleded as such, shall be considereo ro ensure that he will be able to devote sufficient time to effectively carry out his duties and responsibilities. In this regard, the following shall apply: (1) A non-executive director may concurrently serve as diredor in a maximUm of five (5) publicly listed companies. In applyinS this provision to concurrent directorship in entities within a conglomerate, each entity where the non- executive director is concurrently serving as director shall be separately considered in assessing compliance with this requirement; and (2) An independent director of a BSFI may only serve as such for a maximum cumulative term of nine (9) years. After which, the independent director shall be perpetually barred from serving as independent director in the same BSFI, but may continue to serve as reSular director. The nine (9) year maximum cumulative term for independent directors shall be reckoned from 2012. c. Members of the board of directors shall not be appointed as Corporate Secretary or Chief Compliance Officer. Subsec, X142.4 Chairye6on ol the boad of dircctots. a. Roles oJ the Choirperson of the boord of directofs. The Chairperson oftheboardof directors shall provide leadership in the board of directors. He shall ensure effective fundioning ofthe board of directors, including maintaining a relationship of trust with members of the board of directors. He shall: (1) ensure that the meetinS agenda focuses on strategic matters including discussion on risk appetites, and key governance concerns; (2) ensure a sound decision making process;

(3) encourage and promote critical discussion; (4) ensure that dissenting views can be expressed and discussed within the decision-making process; (5) ensure that members of the board of directors receives accurate, timely, and relevant information; (6) ensure the conduct of proper orientation for first time directors and provide training opportunities for all directors; and (7) ensure conduct of performance evaluation of the board of d irectors at least once a year. b. Quolificotions of the Choiryetson of the boord of dircctos. fo promote checks and balances, the Chairperson of the board of directors shall be a non-executive director or an independent director, and must not have served as CEO of the BSFI within the past three (3) years. The positions of Chairperson and CEO shall not be held by one person. In exceptional cases where the position of Chairperson of the board of directors and CEO is allowed to be held by one (1) person as approveo oy the Monetary Board, a lead independent director shall be appointed. For this purpose, the board of directors shall define the responsibilities of the lead independent diredor, which shall be documented in the corporate governance manual. The board of directors shall ensure that the lead indeoendent director fundions in an environment that allows him to effectively challenge the CEO as circumstances may warrant. The lead independent director shall pedorm a more enhanced function over the other independent directors and shall: (1) lead the independent diredors at board of directors meetings in raising queries and pursuing matters; and (2) lead meetings of independent directors, without the presence of the executive directors. Subsec. X142.5 Boqrd of dlrcdorc meetings. gsFls shall include in their by-raws a provision that meetings of their board of directors shall be held only within the Philippines, except in the case of BSFts with head office located outside the Philippines, which may be held in their respective places of business. a, Fullboord of directors meetings The meetings of the board of directors may be conducted through modern technologies such as, but not limited to, teleconferencing and video conferencing as long as the director who is taking part in said meetings can actively participate in the defiberations on matters taken up thereini Provided,fhat every member of the board of directors shall participate in at least fifty percent (50%) and shall physically attend at least twenty-five percent (25%) of all meetings of the board of diredors every year: Provided, JurtheL That the absence of a director in more than fifty percent (50%) of all regular and special meetings of the board of drrectors during his/her incumbency is a ground for disqualification in the succeeding eledion. b. BoordJevel committee meetings Eoardlevel committees shall meet as prescribed in their respective chaners. Participation of committee members may likewise be in person or through modern technofoSies; Provided, fhal the attendance and participation of members in committee meetings shall be considered in the assessment of continuing fitness

and propriety of each director as member of board-level committees and the board of diredors. Section 4. Section X143 and Subsec. X143.1 are amended, and the provisions of Item "d" of Subsec. X141.3 are hereby transferred to Subsec. X143,2, as follows. Sec, X143 Duties and Responrlbllltles ofthe Board of Dlrectors/Dlredors. Subsec. X143.1 Specifrc dutles qnd rcsponslbllltles of the boqd of dircctors, fhe board of directors is primarily responsible for defining the BSFt's vision and mission. The board of directors has the fiduciary responsibility to the BSFI and all its shareholders including minority shareholders. tt shall approve and oversee the implementation of strategies to achieve corporate objedives. lt shall also approve and oversee the implementation of the risk governance framework and the systems of checks and balances. lt shall establish a sound corporate governance framework. The board of directors shall approve the selection of the CEO and key members of senior management and controlfunctions and oversee their performance. a. The bootd of directors sholl deline the BSFt's cotporote culturc ond volues. tt shall establish a code of conduct and ethical standards in the BSFI and shall institutionalize a system that will allow reponing of concerns or violations to an appropriate body. In this reSard, the board of directors shall: (1) Approve a code of condud or code of ethics, which shall articulate acceptable and unacceptable activities, transactions and behaviors that could .esult or potentially result in conflid of interest, personal gain at the expense of the BSFI as well as the corresponding disciplinary ac-tions and sanctions. The code of conduct shall explicitly provide that directors, officers, and all personnel are expeded to condud thems€lves ethically and perform their job with skill, due care, and diliSence in addition to complying with laws, regulations, and company policies. (2) Consistently conduct the affairs of the BSFI with a high degree of integrity and play a lead role in establishing the BSFI'S corporate culture and values. The boa.d of directors shall establish, actively promote, and communicate a culture of strong governance in the BSFI, through adopted policies and displayed practices. The board of directors shall ensure that the CEO and executive team champion the desired values and conduct, and that they face material consequences if there are persistent or high profile conduct and value breaches. (3) Oversee the integrity, independence, and effectiveness of ESFl's policies and procedures for whistleblowinS. lt shall allow employees to communicate, with protection from reprisal, legitimate concerns about illegal, unethical or questionable practices directly to the boa.d of directors or to any independent unit. Policies shall Iikewise be set on how such concerns shall be investigated and addressed, for example, by an internal control function, an ob.iective external party, senior management and/or the board of directors itself. lt shall prevent the use ofthe facilities ofthe BSFI in the furtherance of criminal and other improper or illeSal activities, such as but not limited to financial misreportin& money launderin& fraud, bribery or corruption.

b. The boord of directors shqll be responsible fot opproving BSFI'S objectives ond strotegies ond in overseeing monogement's implementotion thereof. ln this regard, the board of directors shall: (1) Ensu.e that the ESF| has beneficial influence on the economy by continuously providing services and facilities which will be supportive of the national economy. (2) Approve the BSFI'5 strategic objectives and business plans. These shall take into account the BSFI's long-term financial interests, its level of risk tolerance, and ability to manage risks effedively. In this respect, the board of direqors shall establish a system for measuring performance against plans. (3) Actively engage in the affairs of the BSFI and keep up with material changes in the BSFI'S business and regulatory environment as well as act in a timelv manner to proted the long term interests ofthe BsFl, (4) Approve and oversee the implementation of policies governing major areas of the 85Fl's operations. The board of directors shall regularly review these policies, as well as evaluate control funstions (e.g., internal audit, risk management and compliance) with senior management to determine areas for improvement as well as to promptly identify and address significant risks and issues. c. The bootd of dhectots sholl be rcsponsible fot the oppointment/selection of key members of seniot monogement ond heods of contol functions ond for the opprovol of o sound rcmunerction ond other incentives policy for personnel. ln this regard, the board of directors shall: (1) Oversee seledion of the CEO and other key personnel, including members of senior management and heads of control fundions based on the application of fit and proper standards. Integrity, technical expertise, and experience in the BSFI's business, either current or planned, shall be the key considerations in the selection process. Moreovei since mutual trust and a close working relationship are important, the members of senior management shall uphold the general operating philosophy, vision and core values ofthe BSF|. (2) Approve and oversee the implementation of performance standards as well as remuneration and other incentives policy. The policy should be consistent with the long-term strategic objectives and financial soundness of the BSFI and should promote good performance, convey acceptable risk-taking behavior, and reinforce the BSFI's operating and risk culture. (3) Oversee the performance of senior management and heads of control functions: (a) The board of directors shall regularly monitor and assess rne performance of the management team and heads of control functions based on approved performance standards, (b) The board of directors shall hold members of senior management accountable for their actions and enumerate the possible consequences if those actions are not aligned with the board of diredors performance expectations. These expectations shall include adherence to the BSFI'S values, risk appetite and risk culture, under atl circumstances.

{c) The board of directors shall regularly meet with senior management to engage in discussions, question, and critically review the reports and information Drovided bv the latter. (d) Non-executive board members shall meet regularly, other than in meetings ofthe audit, risk oversight, corporate governance, and related party taansactions committees, in the absence of senior management, with the external auditor and heads of the internal audit, compliance and risk management functions. (4) Engage in succession planning for the CEO and other critical positions, as appropriate. In this respect, the board of directors shall establish an effective succession planning program. The program should include a system for identirying and developing potential successors for the CEO and other critical oositions. (s) Ensure that personnel's expertise and knowledge remain relevant. The board of directors shall provide its personnel with regular training opportunities as part of a professional development program to enhance their competencies and stay abreast of developments .elevant to their areas of responsibilitv. (6) Ensure that employee pension funds are fully funded or the corresponding liability appropriately recognized in the books of the BSFI at all times, and that alltransactions involving the pension fund are conducted at arm's length terms. d. The boord of directors sholl be rcsponsible for opproving ond overseeing implementotion of the BSFI'S corporcte govenonce frcmework. In this regard, the board of diredors shall: (1) Define appropriate eovernance structure and practices for its own work, and ensure that such pradices are followed and periodically reviewed: (a) The board of directors shall structure itself in a way, including in terms of size and frequency of meetings, so as to promote efficiency, critical discussion of issues, and thorough review of matters. The board of directors shall meet regularly to properly discharge its fundions, and likewise have discussions on values, conduct, and behaviors. (b) The board of directors shall create committees to increase efficiency and allow deeoer focus in specific areas. The number and nature of board- level committees would deDend on the size of the BSFI and the board of directors, the BSFI'S complexity of operations, as well as the board of directors' long-term strategies and risktolerance. (c) The board of directors shall regularly review the structure, size and composition of the board of directors and boardlevel committees with the end in view of having a balanced membership. Towards this end, a system and procedure for evaluation of the structure, size and comDosition of the board of diredors and board-level committees shall be adopted which shall include, but not limited to, benchmark and peer group analysis. The results of assessment shall form part ofthe ongoing imDrovement efforts ofthe board of directors. (d) The board of diredors shall adopt policies aimed at ensuring that the members of the board of directors are able to commit to effectivelv discha.ge their responsibilities, which shall include policy on the number

of directorship positions and/or other internal/external professional commitments that a diredor mav have, commensurate with the responsibilities placed on the director, as well as the nature, scale and complexity of the BSFI's operations. (e) The board of directors shall ensure that individual members of the board of directors and the shareholders are accurately and timelv informed of a comprehensive and understandable assessment of the ESFl's performance, financial condition, and risk exposures. All members of the board of directors shall have reasonable access to any information about the BSFI at all times. The board of diredors shall also ensure that adequate and appropriate information flows internally and to the public. (f) The board of directors shall assess at least annually its performance and effectiveness as a body, as well as its various committees, the CEO, the individual directors, and the ESF| itself, which may be facilitated bv the corporate governance committee or external facilitators. This exercise shall cover the assessment of the ongoing suitability of each board member taking into account his or her performance in the board of directors and board-level committees. {g) The board of directors shall maintain appropriate .ecords (e.g., meeting minutes or summaries of matters reviewed, recommendations made, decisions taken and dissenting opinions) of its deliberations and decisions. The board of directors shall also ensure that indeDendent views in meetings of the boa.d of directors shall be given full consideration and all such meetings shall be duly minuted. (2) Develop a remuneration and other incentives policy for directors that shall be submitted for approval of the stockholders. The board of directors shall ensure that the policy is consistent with the long-term interest of the BSFI, does not encourage excessive risk-taking, and is not in conflict with the diredo/s fiduciary responsibilities. (3) Adopt a policy on retirement for directors and officers, as part of the succession plan, to promote dynamism and avoid perpetuation in power. t4) Condust and maintain the affairs of the BSFI within the scope of its authoritv as prescribed in its charter and in existing laws, rules and regulations. lt shall ensure effective compliance with the latter, which include prudential reporting obligations. Serious weaknesses in adhering to these duties and responsibilities may be considered as unsafe and unsound practice. (s) Maintain, and periodically update, organizational rules, byiaws, or other similar documents setting out its organization, rights, responsibilities and key activities. The board of directors shall ensure that the BSFI's organizational structure facilitates effective decision making and good governance. This includes clear definition and delineation of the lines of responsibility and accountabilitv. (6) Oversee the development, approve, and monitor implementation of corporate governance policies. The board of directors shall ensure that corporate governance policies are followed and periodically reviewed for onSoing improvement. t7l Approve an overarching policy on the handling of RPT5 to ensure that there is effective compliance with existinS laws, rules and regulations at all times,

that these are conducted on an arm's length basis, and that no stakeholder is unduly disadvantaged. In this regard: (a) The board of directors shall approve all material RPTS, those that cross the materiality threshold, and write-off of mate.ial exposures to related parties, and submit the same for confirmation by majority vote of the stockholders in the annual stockholders' meeting. Any renewal or material changes in the terms and conditions of RPT5 shall also be approved by the board of directors. All fjnal decisions of the board of directors on material RPTS, including important facts about the nature, terms, conditions, original and outstanding individual and aggregate balances, justification and other details that would allow stockholders to make informed judgment as to the reasonableness of the transaction, must be clearly disclosed durinS stockholde.s meetings and duly reflected in the minutes of board of directors and stockholders' meetings. (b) The board of directors shall delegate to appropriate management committee the approval of RPTs that are below the materialitv threshold, subject to confirmation by the board of directors. This shall, however, exclude DOSRI transadions, which are required to be approved by the board of directo.s. All decisions under the delegated authority must be properly recorded in the minutes ofthe committee meetings. (c) The board of directors shall establish an effective system to: (i) Determine, identify and monitor related parties and RPTs; {ii) Continuously review and evaluate existing relationships between and among businesses and counterparties; and (iii)ldentify, measure, monitor and control risks arising from RPTS. The system should be able to define related parties' extent of relationship with the BSFI; assess situations in which a nonrelated party {with whom a BSFI has entered jnto a transadion) subsequently becomes a related pany and vice versa; and generate information on the type and amount of exposures to a particular related party. The said system will facilitate submission of accurate reports to the regulatory supervisors. The system as well as the overarching policies shall be subject to periodic assessment by the internal audit and compliance fundions and shall be updated regularly for their sound implementation. The overarchinS policy and the system shall be made available to the Bangko Sental and audit functions for review. Any changes in the policies and procedures shall be approved by the board of directors. (d) The board of diredors shall maintain adequate capital against risks associated with exposures to related parties. In this regard, material risks a.ising from RPT5 shall be considered in the capital planning process. The prescribed scenario/stress tests under the capital planning process shall also capture RPTS in order to determine whether the BSFI is well- insulated from any going concern issue of related parties. (e) The board of directors shall oversee the integrity, independence, and effectiveness of the policies and procedures for whistleblowing. The board of diredors should ensure that senior management addresses legitimate issues on RPT that are raised. The board of directors should

take responsibility for ensuring that staff who raise concerns are protected from detrimental treatment or reprisals. (8) Define an appropriate corporate governance framework for group structures, which shallfacilitate effective oversight over entities in the group. The board of directors of the parent company shall ensure consistent adoption of corporate governance policies and systems across the group. In this regard: (a) The board of directors shall define and approve appropriate governance policies, practices and structure that will enable effective oversight ofthe entire group, taking into account nature and complexity of operations, size and the types of risks to which the BSFI and its subsidiaries are exposed, The board of directors shall also establish means to ensure that such policies, practices and systems remain appropriate in light of the growth, increased complexity and geographical expansion of the group. Further, it shall ensure that the policies include the commitment from the entities in the group to meet allgovernance requirements. (b) The board of directors shall define the risk appetite for the group, which shall be linked to the p.ocess of determining the adequacy of capital of the group. (c) The board of directors shall ensure that adequate resources are available for all the entities in the group to effectively implement and meet the SOVernance policies, practices and systems. (d) The board of directors shall define and approve policies and clear strategies for the establishment of new structures. (e) The board of directors shall understand the roles, the relationships or interactions of each entity in the group with one another and with the parent company. The board of diredors shall understand the legal and operational implications of the group structure and how the various types of risk exposures affect the group's capital, risk profile and funding under normal and contingent circumstances. The board of directors shall ensure that the group's corporate governance framework includes appropriate processes and controls to identify and address potential intragroup conflicts of interest, such as those arising from intragroup transactions. (f) The board of di.ectors shall develop sound and effective systems for Seneration and sharing of information within the group, management of risks and effedive supervision ofthe group. (g) The board of diredors shall require the risk management, compliance fundion and internal audit group to conduct a periodic formal review of the group structure, their controls and activities to assess consistency with the board of di.ectors approved policies, practices and strategies and to require said groups to report the results of their assessmenr directlv to the board of directors. In cases where the BSFI is a subsidiary/affiliate of a non-Bangko Sentral reSulated parent companV: (a) The board of diredors shall define and approve policies and clear strategies for the establishment of new structures (e.g., subsidiaries/affiliate of the BSF|). The board of directors shall also report to the Eangko Sentral any plan to create additional group

srrucrureS. (b) The board of directors shall understand the roles, relationships or interactions of each entity in the group with one another and with the parent company. The board of directors shall understand the legal and operational implications of the group strudure and how the various types of risk exposu.es affect the ESFl's capital, risk profile and funding under normal and contingent circumstances. e. The boord of dircctors sholl be responsible for opproving BSFt's risk govemonce frcmework ond oveseeing monogement's implementotion thereo, In this regard, the boa.d of directors shall: (1) Define the BSFI'5 risk appetite. In setting the risk appetite, the board of directors shall take into account the business environment, regulatory landscape, and the BSFI'5 long term interests and ability to manage risk. (2) Approve and oversee adherence to the risk appetite statement (RAS), risk policy, and risk limits. {3) Oversee the development of, approve, and oversee the implementation of policies and procedures relating to the management of risks throughout the 85FI, (4) Define organizational responsibilities following the three lines of defense framework. The business line functions will reDresent the first line of defense, the risk management and compliance functions for the second line of defense, and the internal audit function for the third line ofdefense. In this reSaro: (a) The board of directors shall ensure that the risk management, compliance and internal audit fundions have prope. stature in the organization, have adequate staff and resources, and carry out their responsibilities independently, objectively and effectively. (b) The board of directors shall ensure that non-executive board memoers meet regularly, with the external auditor and heads of the internal audit, compliance and risk management functions otherthan in meetings ofthe audit and risk oversight committees, in the absence of senior manaSement. Subsec. X143.2 Specific duties ond responsibilities of o dircdoL The position of a director is a position of trust. A di.ec-tor assumes certain responsibilities to different constituencies or stakeholders, i.e,, the BSFI itself, its stockholders, its depositors and other creditors, its management and employees, the regulators, deposit insurer and the public at lar8e. These constituencies or stakeholders have the right to expect that the institution is being run in a prudent and sound manner. The members of the board of directors should exercise their "duty of care" and "duty of loyalty" to the institution. a. To rcmoin fit ond prcper for the position for the durction of his term. x x x b. To conduct foir business tronsoctions with the BSFI ond to ensurc thot perconal intercst does not bios boord decisions, x x x c. To oct honestly ond in good foith, with loyalty ond in the best intercst of the institution, its stockholders, rcgotdless of the omount of their stockholdings, ond

othet stokeholdery such os its depositots, investors, borrowers, other clients ond the generul public. xxx d. To devote time ond attention necessory to properly dischorye their duties and responsibilities. x x x To oct judiciously, x x x f. To contribute significontly to the decision-mokinq prccess d the boord. x x x c. To exercise independent judgment. x x x h. To hove o working knowledge of the stotutory ond regulotory requhements offecting the institution, including the content of its orticles ol incorpototion ond bylow' the requircments of the Bongko Sentrol ond wherc opplicoble, me rcquhements oI othet rcgulotory ogencies. x x x To obsetue confidentiolity. x x x BSFI5 shall furnish all of thejr first-time directors within a BSFI with a copy of the specific duties and responsibilities of the board of directors and as an individual director p.escribed under Subsections X143.1 and X143.2, upon election. The BSFI must keep on file certification under oath of the directors concerned that they nave received copies of such specific duties and responsibilities and that they fullv understand and acceDt the same. Section 5, Section X144 and its Subsections shall now read as follows: Sec. x144 Board-level committees, The board of directors may delegate some of its functions, but not its responsibilities, to board-level committees. In this regard, the board of diredors shall: Approve, review, and update, at least annually or whenever there are significant changes therein, the respedive charters of each committee or other documenrs that set out its mandate, scope and working procedures. Said documents shall aniculate how the committee will repon to the full board of directors, whar rs expected of the committ€e members, and tenure limits for serving on the committee. The board of diredors shall also consider occasional rotation of committee members and chairs to avoid undue concentration of power and promote fresh perspective. b. Appoint members of the committees taking into account the optimal mix of skills and experience to allow the board of directors, through the committeet to fully understand and objectively evaluate the relevant issues. In o.der to promote objedivity, the board of diredors shall appoint independent directors and non- executive members of the board of diredors to the greatest extent possible. Towards this end, an independent director who is a member of any commilee that exercises executive or management functions that can potentially impair such director's independence cannot accept membership in commjttees that perlorm independent ove.sight/control functions such as the Audit, Risk Oversight and Corporate Governance, Related Pany Transactions committees, without pnor approval of the Monetary Board.

Ensure that each committee shall maintain appropriate records (e.g., minutes of meetings or summary of matters reviewed and decisions taken) of their deliberations and decisions. Such records shall document the committee,s fulfillment of its responsibilities and facilitate the assessment of the effective performance of its functions. Constitute, at a minimum, the following committees: (1) Audit Committee; (2) Risk Oversight Committee, and (3) Corporate Gove.nance Committee: prcvided.Ihat the board of diredors of simple or non-complex banks may, at a minimum, constitute only the Audit Committee unless directed by the Bangko Sentral to create other board-fevel committees: Proyided, fufthet That the board of directors shall discuss risk management and corporate governance matters in the meetings of the board of directors, with the views of the independent directors duly considered and minuted. UBs/KBs that are part of a conglomerate shall also constitute a RpT Commillee. The Bangko Sentral may likewise direct the board of directors of other BSFts to constitute an RPT committee as a part oftheir corporate governance reforms. Subsec, X144.1 Audn committee. a, Composition ond Choirpe6on. fhe audit committee shall be comDosed ofatleast three (3) members of the board of directors, who shall all be non-executtve directort majority of whom shall be independent directors, including the Chairperson: Provided, That in the case of simple or non-complex RBs, the audit committee shall be composed of at least three (3) members of the board of directors who shall all be non-executive directors, including the Chairperson who shall be an independent d'Jecto.: provided, futtheL That the Chairperson of the audit committee shall not be the Chairperson of the board of directors or of anv other board-level committees. The audit committee shall have accounting, auditing or related financial management expertise or experience commensurate with the size, complexity of operations and risk profile of the BSFI. lt shall have access to independent expens to assist them in carrying out its responsibilities. b. Duties ond rcsponsibilities ofthe oudit commiftee. The audit committee shall: l!) Oversee the finonciol reporting Irumeworl<. The committee shall oversee the financial reporting process, practices, and controls. lt shall ensure that the reporting framework enables the generation and preparation of accurare ano comprehensive information and repons. 12) Monitot ond evoluote the odequocy ond e[fectiveness of the internsl control systelr. The committee shall oversee the implementation of internal control policies and adivities. lt shall also ensure that periodic assessment of the internal control system is conducted to identiry the weaknesses and evaluate its robustness considering the BSFI's risk profile and strategic direction. 13) Oversee the intenol audit function, The committee shall be responsible for the appointment/seledion, remuneration, and dismissal of internal auditor. It shall review and approve the audit scope and frequency. The committee

shall ensure that the scope covers the review of the effectiveness of the BSFI'S internal controls, including financial, operational and compliance controls, and risk management system. The committee shall functionallv meet with the head of internal audit and such meetings shall be duly minuted and adequately documented. In this fegard, the audit committee shall review and approve the performance and compensation of the head of internal audit, and budget ofthe internal audit function. (41 Oversee the externol oudit function, The committee shall be responsible for the appointment, fees, and replacement of external auditor. lt shall review and approve the engagement contract and ensure that the scope of audit likewise cover areas specifically prescribed by the Bangko Sentral and other regulators. 15) Oversee implementqtion of conective octions. The committee shall recetve key audit reports, and ensure that senior management is taking necessary corrective actions in a timely manner to address the weaknesses, non- compliance with policies, laws, and regulations and other issues identified by auditors and other control functions. 16) lnvestigote significont issues/concems roised. The committee shall have expliclt authority to investigate any matter within its terms of reference, have full access to and cooperation by management, and have full discretion to invite any director or executive otficer to attend its meetings. l7l Estoblish whistleblowing mechonism. The committee shall establish and maintain mechanisms by which officers and staff shall, in confidence, raise concerns about possible improprieties or malpractices in matters of financial reponin& internal control, auditing or other issues to persons or entities that have the power to take corredive action, lt shall ensure that arrangements are in place for the independent investigation, appropriate follow-up action, and subsequent resolution of complaints. Subsec. X144.2 R:rt ove6lght commlttee (ROC) a, Composition ond choirpercon, The committee shall be composed of at least three (3) membe.s of the board of directors, ma.iority of whom shall be independent directors, including the chairperson. The ROC'5 chairperson shall not be the chairperson of the board of directors, or any other board-level committee. The risk oversight committee shall possess a range of expertise and adequate knowledge on risk management issues and practices. lt shall have access ro independent expens to assist it in discharging its responsibilities, b. Duties ond rcsponsibilities of the ROC. The ROC shall advise the board of directors on the BSFI'5 overall current and future risk appetite, oversee sentor manaSement's adherence to the risk appetite statement, and report on the state of risk culture ofthe BSFI. The ROC shall: l!) Ove6ee the isk monogement frcmework. The committee shall oversee the enterprise risk management framework and ensure that there is periodic review of the effectiveness of the risk management systems and recovery plans. lt shall ensure that corrective actions are promptly implemented to address risk management concerns.

l2l Oversee odhetence to sk oppetite. The committee shall ensure that the current and emerging risk exposures are consistent with the BSFl,s strategic direction and overall .isk appetite. It shall assess the overall status of adherence to the risk appetite based on the quality of compliance with the limit structure, policies, and procedures relating to risk management and control, and perfo.mance of management, among others. 13) Oversee the sk monogement function. fhe committee shall be responsible for the appointment/selection, remuneration, and dismissal of the Chief Risk Officer (CRO). lt shall also ensure that the risk management function has adequate resources and effectively oversees the risk taking activities of the BSFI. Subsec. X144.3 Corporote governonce committee. a. Composition. The committee shall be composed of at least three (3) members of the board of directors who shall all be non-executive directors, majority of whom shall be independent directors, including the chairperson. b. Duties ond responsibilities of the Corporote Govemonce Committee. The Corporare Governance Committee shall assist the board of directors in fulfilling its corporate governance responsibilities. In this regard, the Corporate Governance Committee shall: (7) Oversee the nominotion prccess lor members of the boord ol diectors ond fot positions oppointed by the bootd of directors. The committee shall reuew ano evaluate the qualifications of all persons nominated to the board of dtrectors as well as those nominated to other positions requiring appointment by the board of directors. The committee shall recommend to the board of dtreclors matters pertaining to the assignment to board committees, as well as succession plan for the members of the board of directors and senror management. (2) Overcee the continuing educotion progrcm for the boord ol dircctors. fhe committee shall ensure allocation of sufficient time, budget and other resources for the continuing education of directors, and draw on external expertise as needed. The committee shall establish and ensure effective implementation of policy for on-boardin&/orientation program for first time directors and annual continuing education for all directors. For this purpose, the orientation program for first time directors shall be for at least eight hours, while the annual continuing training shall be at least for four hours. The training programs should cover topics relevant in carrying out their duties and .esponsibilities as directors, 13) Oversee the pedormonce evoluotion prccess, Jhe committee shall oversee tne pe.iodic evaluation of contribution and performance (e.g., competence, candor, attendance, preparedness and participation) of the board of direcors, boardievel committees, and senior management. Internal guidelines shall be adopted that address the competing time commitments of directors seryins on multiple boards.

14) Oversee the design ond operction of the rcmunerotion ond other incentives polrcy. The committee shall ensure that the remuneration and other incentives policy is aligned with operating and risk culture as well as with the strategic and financial interest of BSFI, promotes good performance and conveys acceptable risk-taking behavior defined under its Code of Ethics, and complies with legal and regulatory requirements. lt shallwork closely with the BSFI's risk oversight committee in evaluating the incentlves created by the remuneration system. In particular, the risk oversight committee shall examine whether incentives provided by the remuneration system take into consideration rlsk, capital, and the likelihood and timing of earnings. Moreover, it shall monitor and revtew the remune.ation and other incentives policy including plans, processes and outcom€s to ensure that it operates and achieves the objectives as intended. Subsec. X!f4.4 Reroted pqtty tronsodions committee. a. Composition ond choirperson. The Committee shall be composed of at least three (3) members of the board of diredors, two {2) of whom shall be independent di.ectors, including the chai.person. The Committee shall at all times be entirely composed of independent directors and non-executive directors, with independent directors comprising majority ofthe members. In case a member has conflid of interest jn a particular RPT, he should refrain from €valuating that particular transaction. The Compliance Officer or Internal Auditor may sit as resource pergons in said committee. b. Duties ond rcsponsibilities of the Reloted Potty frcnsoctions Committee. 17) Evoluote on an ongoing bosis existing relotions between ond omong businesses and counterpofties to ensure that all related panies are continuously identified, RPTS are monitored, and subsequent changes in .elationships with counterparties (from non-related to related and vice versa) are captured. Related parties, RPT5, and changes in relationships shall be reflected in the relevant reports to the board of directors and regulators/supervisors. 12) Evoluote oll moteriol RPT' to ensure thot these ote not undertoken on morc fovoroble economic terms (e.g., price, commissions, interest rates, fees, renor, collateral requirement) to such related parties than slmilar transactions with nonrelated parties under similar circumstances and that no corporate o. business resources of the BSFI are misappropriated or misapplied, and to determine any potential reputational .isk issues that mav arise as a result of or in connection with the transactions. In evaluating RPTS, the Committee shall take into account, among others, the following: (a) The related party's relationship to the BSFI and interest in the transaction; (b) The materialfacts ofthe proposed RPT, including the proposed aggregate value of such transactioni (c) The benefits to the BSF| ofthe proposed Rpf; (d) The availability of othe. sources ofcomparable p.oducts or services; ano (e) An assessment of whether the proposed RPT is on terms and conditions that are comparable to the terms generally available to an unretated party under similar circumstances. The BSFI shall have in place an effective price discovery system and have exercised due diligence in

determining a fair price for RPTS. All RPTs that are considered material based on BSFt's internal policies shall be endorsed by the RPT Committee to the board of directors for approval. (3) Ensure thot oppropriote disclosure is mode, ond/or infotmotion is provided to reguloting ond supeNising outhorities rcloting to the BSFt's RpT exposurcs, ond policies on conflicts of interest or potentiol conflicts of interest. The disclosure shall include information on the approach to managing material conflicts of interest that are inconsistent with such policies; and conflicts that could arise as a result ofthe BSFI's affiliation or transactions with other related parties. t4) Repoft to the boord of directors on o regulor bosis, the stotus and oggregote exposures to eoch reloted porty os well os the totol omount of exposures to all rcloted pofties. (s) Ensure thot trunsoctions with rcloted porties, including write-off of exposures. ore subject to periodic independent rcview or oudit prccess. (6) Ove6ee the implementotion of the system lot identifying, monitoring. meosu ng, contrclling, ond repotting RPT', including the periodic rcview of RpT Dolicies ond prccedurcs. Section 6.section X145 and Subsec. X145.1 a.e hereby amended; the provisions of Subsec. X142.3 are transferred to Subsec. X145.2; and a new Subsection X145.3 is herebv added, as follows: Sec, X145 Officers, Subsec. X145.1 Qusrrtcotions of qn olticel An officer must be fit and proper for the position he is being appointed to. In determining whether a person is fit ano proper for a particular position, the following matters must be considered: integrity/probity, education/training, and possession of competencies relevant to the function such as knowledge and experience, skills and diliSence. In assessing an officer's integrity/probity, consideration shall be given to the office/s market reputation, observed conduct and behavior, as well as his ability to continuously comply with company policies and applicable laws and regulations, including market condud rules, and the relevant requirements and standards of anv regulatory body, professional body, clearing house or exchange, or government and any of its instrumentalities/agencies. An appointed officer has the burden to prove that he possesses all the foregoing minimum qualifications and none ofthe cases mentioned under Subsection X150.2. An officer shall submit to the Bangko Sentral the required certifications and other documentary proof of such qualifications osinl Appendix 98 as guide within twenty (20) banking days from the date of meeting of the board of directors in which the officer is appointed/promoted. Non-submission of complete documenrary requirements within the prescribed period shall be construed as his/her failure to establish his/her qualifications for the position and results to his/her removal therefrom.

The Bangko Sentral shall also consider its own records in determiningthe qualifications of an officer. The foregoing qualifications for officers shall be in addition to those required or prescribed under R.A. No. 8791 and other applicable laws and regulations. Subse€. X145.2 Dutiei and retponsibllfties ol office6: a. To set the tone of good governance from the top. xxx b, To oveBee the day-to-doy monogement of the BSFI. \xx c. To ensure thot duties ore effectively delegoted to the stoff and to estoblish o monogement structure thot promotes occountability ond trunsporency. xx\ d. To prcmote ond strengthen check ond bolonces system in the BSFI xrx Subsec. X145.3 Chief Executlve Ofitcer (CEO). The CEO shall be the overall-in-charge for the management of the business and affairs of the BSFI governed by the strategic direction and risk appetite approved by the board of directors. He shall be primarily accountable to the board of directors in championing the desired conduct and behavior, implementing strategies, and in promoting the long-term interest of the BSFI. Section 7, Section X145 and Subsection X146.2 are amended, the entire provisions of Subsections X147.1 and X747.2 arc transferred to Subsections X146.1 and X146.3, respectively, and provisions of Subsedions 1338.2 and X338.3 are transferred as ltems ,,a,, and "b" ofSubsection X146.2, respectively. Sec. X145 Remuneration and Other Incentlves. The board of directors shall approve a remuneration and other incentives policy that is appropriate and consistent with the BSFI's operating and risk culture, long-term business and risk appetite, performance, and control environment. Said policy shall cover all employees and should be designed to encourage good performance that suppons the interest ofthe BSFI and its stakeholders. lt shall be aligned with prudent risk taking and explicitly discourage excessive risk taking as defined by internal policies. The board of directors or a board- level committee (e.g., Corporate Governance Committee) shall monito. and review the remuneration and other incentives policy including plans, processes and outcomes, at least annually, to ensure that it operates and achieves the objectives as intended. BSFIS shall consider the following in the design of the remuneration and other incentives policy: a. The remuneration and incentives package shall take into account the emplovee,s position, role, responsibilities and activities in the BSFI. lt shall also consider the risks that the employee takes on behalf of the BSF|. In this regard, it should be sensitive to prospedive risks and risk outcomes that have been realized and considers the overall performance ofthe BSFI. b. Remuneration and incentive pay-out schedule should be sensitive to the time- horizon of risk. The policy may include provisions that defer payment until .isk outcomes are better known or provisions under which remuneration and incentives may be reduced or reversed if new facts emerge showing that the

remuneration and incentives paid was based on erroneous assumptions, such as misreportin& or if it is discovered that the employee has failed to comply with internal policies or legal requirements. c. Remuneration of employees in risk control functions (i.e., lnternal Audit, Compliance, and Risk Management Functions) shall be based on the achievement of their objectives and shall be independent of the business lines which thev oversee. Subsec. X145.1 Prortt shoring progrdms. profit sharing programs adopted in favor of directors, officers, and employees shall be reflected in the by-laws of the BsFt, subject to the following guidelines: x x x Subsec, X1/6.2 loo, s, odvqnces, ond othet credit occommodotions to offlcers. gsFls may Brant loans, advances, or any other forms of caedit accommodations to their officers as pan of a board-approved remuneration and incentive program. The ooaro of directors shall ensure that these credit accommodations are granted for legitimate purposes/ such as among others, financing the housing, transportation, and personal needs of the officers. ln this regard, the board of directors shall identify specific purposes eligible for said credit accommodations to officers to promote good performance and acceptable risk-taking behavior consistent with the BSFI's operating and risk culture, long-term business and risk appetite, performance, and control environment. BsFls shall submit the board-approved purposes for the grant of loans, advances, or any other forms of credit accommodations to ofticers for approval of the Bangko Sent.al. The guidelines and contractual provisions implementing said defined purposes, and any subsequent changes thereto, shall on the other hand, be approved bv the board of diredors or a board-level committee. Trcnsitory provision. Existing financing programs for officers that have been approved by the Bangko Sentral need not be resubmitte& Provided,fhat BSFIs that shall change any of the provisions of the earlier approved program shall submit for approval of the Bangko Sentral the board-approved purposes for the grant of loans, advances, or any other forms of credit accommodations to officers. a. Funding by foreign banks. x x x b. Other conditions/limitations. x x x Subsec. X146.3 Compensotion qnd othet beneflb of diredors dnd office6. Io prolectt the funds of depositors and creditors, the Monetary Board may regulate/restrict the payment by the BSFI of compensation, allowances, fees, bonuses, stock options, profit sharing, and fringe benefits to its directors and officers in exceptional cases and when the circumstances warrant, such as, but not limited to the following: XXX

Section 8. Sedion X145.2 5hall be renumbered to Subsection X147.1 and amended as follows: Subsec. X147,1 RPT policies/rcles of senior monogement ond sef-ossessment fundlons a. The RPT policies shall include, but not be limited to the following: (7) Definition oJ rcloted pofties, The policy shall clearly define "retoted poftie!' . lt shall identify persons and companies that are considered the BSFl,s related parties, The policy shall require lManagement to periodically review and update the inventory of related parties to capture organizational and structural changes in the BSFI and its related parties. l2l Covercge of RPT policy. The coverage of the RpT policy shall capture a Droaoer spectrum oftransactions, covering not only those that give .ise to credit and/or counterpany risks but also those that could pose material/special risk or potential abuse to the BSFI and its stakeholders. Transactions that were entered jnto with an unrelated party that subsequently becomes a related party may be excluded from the limits and approvar process required in the policy. However, any alteration to the terms and conditions, or increase in exposure level, .elated to these transactions after the non-related party becomes a related party shall subject the RpT to the requirements of the policy. The prospedive treatment should, however, be without prejudice to supervisory adions that may be enforced for transactions noted to have not been conducted on an arm's length basis. l3l Guidelines in ensuring orm's length terms. The policy shall have clear guidelines in ensuring that RPT5 are conducted in the regular cou.se of business ano not undertaken on more favorable economic terms (e.g., price, commissions, interest rates, fees, tenor, collateral requirement) to such related parties than similar transadions with non-related parties under similar circumstances. This shall include guidance for an effective price discoverv mechanism to ensure that transadions are engaged into at terms that promote the best interest of the BSFI and its stakeholders. The price discovery mechanism may include, but not limited to, acquiring the services of an external expert, opening the transaction to a bidding process, or publication ofavailable property for sale. l4l Conflicts of intercst. The policy shall cover the identification and Drevention or management of potential or actual conflicts of interest which may arise. The members of the board of directors, stockholders, and management shall disclose to th€ board of directors whether they directly, indirectlv or on behalf of third parties, have a financial interest in any transaction or matte. affecting the 8SFl. Directors and officers with personal interest in the transaction shall abstain from the discussion, approval and management of such transactton or matter affeding the BSFI. l5l Mote olity thrcsholds ond excluded trunsoctions. The policy shall include materiality thresholds for RpTs, which shall be set at a level where omission or

misstatement of the transaction could pose significant risk to the BSFI and could influence the economic decisions of its board ofdirectors. Materiality threshold may be set for each type of transaction and for eacn related party group, depending on the nature of the transaction and risks involved. The RPT policy may also identify transactions excluded from the materiality threshold requirement, such as transactions concerning deposit operations/ .egular trade transactions involvin8 purchases and sales of debt securities traded in an active market, and those granted under Bangko Sentral app.oved frinSe benefit programs. Materiality threshold levels will vary from one BSF|to another depending on the nature, scope, frequency, value of, and risks associated with the RPT. The ESFI shall document the justifications for the materiality thresholds and exclusions set. The Bangko Sentral may direct a BSFI to reduce its materiality threshold or amend excluded transactions ifthe Bangko Sentral deems that the threshold or exclusion is inappropriate considering the ESFl's size, risk profile, and risk management 5y5tems. (6) lnternol limits fot individuol ond oggtegote exposures. To ensure that RpTs are within prudent levels, the policy shall, in addition to existing prudential limits which shall be complied at all times, include internal limits or sub-limits for individual and aggregate exposures to a related pany and for aggregate exposures to all related parties that are consistent with the BsFl,s risk appetite, risk profile, and ca pita I strength. The internally set limits shall be tied in with the BSFt's internal definition of capital. Breaches in limits shall be reported to the board of directors with the decision of the board of directors to accept the exposure o. to take steps to address the breaches, as may be necessary, duly documented in the minutes of meetings. t7) Whistleblowing mechonisms. The policy shall include effective whistleblowing mechanisms consistent with the corporate values and codes of conduct set by the board of directors. The policy shall encourage employees to communicate, confidentially and without the risk of reprisal, legitimate concerns about illegal, unethical or questionable RPTS. lt shall include guidance on how and bv whom legitimate material concerns should be reponed, investigated and addresseo by an objective independent internal or external body, senior management and/or the board ofdirectors itself, (8) Restitution of losses ond othet remedies for obusive RpIs. The policy shall include measures that would cut losses and allow recovery of losses or opportunity costs incurred by the BSFI arising from RpTs that are not engaged on arm's len€th terms. The policy shall also include the manner of handling pe.sonnel, officers or directors, who have been remiss in their duties in handling RPTs.

The overarching policy will consolidate all existing policies that address the above requirements or may make reference to already existing policies. b. Roles of senior nondgement and self-ossessment funcfiors. Senior management shall implement appropriate controls to effectively manage and monitor RpTs on a per transaction and aggregate basis, Exposures to related parties shall arso oe monitored on an ongoing basis to ensure compliance with the BSFl,s policy and Bangko Sentral's regulations. The internal audit function shall conduct a periodic formal review of the effediveness of the BSFI'5 system and internal controls goveming RpTs to assess consistency with the board-approved policies and procedurcs. The resulting audit reports, including exceptions or breaches in limits, shall be communicated directlv to the Audit Committee. The compliance fundion shall ensure that the BSFI complies with relevant rules and regulations and is informed of regulatory developments in areas affecting related parties. lt shall aid in the review of the BSFI's transactions and identify any potential RPT that would require review by the Board or RpT Committee, lt shall ensure that the RPT policy is kept updated and is properly implemented throughout the BSFI. Section 9. Sedions/Subsedions Xl4l.4, X744, X145, X145.1 and X150 are amended and transferred to Section 148 and Subsections X148.1to X148.4 as follows: Sec. X148 Confirmation of the Election/Appointment of Diredors/Officers; Bto-data of Directors and Officers; Inierlocking Dlrectorships and/or Officerships; Rules of Procedures on Administrative Cases Involvlng Di.ectors and Officers of BSFts, Subsec. X148,1 Cortimotion of election/qppointment ol dircdo6/officerc. a. Confirming outhority. fhe election/appointment of directors/officers shall be subject to confirmation by the following: Confirming Authority Position level a. Monetary Board Directors and CEO of UBs and KBs, includinS their sub5idiary banks, QBs, trust corporationsv and non-bank financial institutions (NBFls) with trlst authority; of stand-alone lslamic Banks, TBs, R8s, Coop Banks, QBs and NBFIS with trust authority with total assets of at least P10.0 billion; and of trust corporations with assets under management of at least P10.0 billion b. SES Committee Directors and CEO of stand-alone lslamic Banks, TBs, RBs, Coop Banks, QBs, and NBFI5 with trust authority with total assets of less than P1O.O billion; and of trust corporationsv with assets under mana8ement ofless than P10.0 billion Treasurer and heads of internal audit, risk management and compliance functions, and other officers with rank of senior vice president and above (or equivalent ranks) of UBs and KBs and their subsidiary banks, quasi-banks, trust corporations, and NBFIs with trust authoriw; of stand-alone

Confirminp Authoritv Position level lslamic Banks, TBs, RBs, Coop Banks, QBs and NBFIS with trust authority; and oft.ust corporations Trost Officer regardless of rank of banks/Q8s/NBFts as provided in Subsec. X406.10 vAs defined under su bsec. 41ozT.1 of MORNBFT-T Provided, fhal gsFls shall report to the approp.iate department of the sEs, any succeeding resignation, retirement, or replacement of directors/officers as mentioned within twenty (20) bankin8 days after such resignation/retirement/ replacement. The election/appointment of abovementioned directors/officers shall be deerneo ro have been confirmed by the BanSko Sentral, if after sixty (60) banking days from receipt of the complete required reports, the appropriate supervising department of the SES does not advise the gSFl concerned against said election/appointment. However, the confirmation by the Monetary Board/SES Committee of the election/appointment to above-mentioned position levels shall not be required in the following cases: (1) Re-eledion of a director (as a director) in the same BSF| or election of the same director in another bank, QB, trust co.poration, and NBFt with trust authoritv within a banking group; (2) Re-eledion of an independent director (as an independent director or not) in the same BSFI or election of the same diredor (as an independent director o. not) in another banl! QB, trust corporation, and NBFI with trust authority within a banking Sroup; ano (3) Promotion of an officer, other than to that which requires (a) prior Monerary Board approval, or (b) a different set of minimum qualifications, or (c) a different level of confirming authority as provided in the first paragraph hereof, in the same bank or appointment/transfer to another bank, QB, trust corporation, and NBFI with trust authority within a banking group: Ptovided, That the diredor/officer concerned has been previously confirmed by the Monetary Board, or if previously confirmed by the SES Committee, his/her re- election/ promotion/transfer requires the same level of confirming authority as provided in the first paragraph hercof.. Provided, further, That said director/officer has had continuous service within the same BSFI or banking group. This exemption shall apply to directors/officers confirmed by the Monetary Board/SES Committee staning 01january 2011. The appointment of officers below the rank of Senior vice president (SVp) other than the Treasurer, trust officer, and heads of internal audit, risk management, and compliance functions regardless of rank shall be subject neither to Monetary Board approval nor Ban8ko Sentral confirmation.

For purposes of this Subsedion, the term bonkrng group shall refer to the parent bank and its subsidiary banks, QBs, trust entities, and other NgFls other than stand- alone and trust corporations as well as other banks, QBs, trust entities, and other NBFIs other than stand-alone and t.ust corporations over which the Darent bank has the power to exercise "control" as defined in Subsec. X141.1. The required certifications and other documentary proof of qualifications for the confirmation of the election/appointment of directors/officers, and app.oval of the appointment of compliance officers of banks/QBs/NBFt with trust authority/trust corporations are shown in Appendix 98. 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. A director/officer whose eledion/appointment was not confirmed for failure to submit the complete documentary requirements shall be deemed removed from office after due notice to the board of directors of the BSFI, even if he has assumed the position to which he was eleded/appointed, pursuant to Section 16 of R.A. No. 879t. Subsec. X148.2 gio-dotq of dirccto6 qnd olficers. a. BSFI shall submit to the appropriate department of the SES a bio-data with tD picture of their (1) directors and officers who are subject to confirmation under Subsection X148.1, o. (2) officers below the rank of SVP requiring a different set of minimum qualifications, upon every election/re-eledion/appointment/promotion in a prescribed form and for first time diredors/of{icers within a panicular bank/banking group whose election/appointment requires Monetary Board/SES Committee confirmation, the duly notarized authorization lorm per Appendix 76, within twenty (20) 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 accotdance wilh Appendix 6. The bio-data shall be updated and submitted in cases of change of name due to chanSe in civil status and change of residential address, within twenty (20) banking days from the date the change occurred, and in cases of requests for prior Monetary goard approval of interlocks. For other officers below the rank of SVP other than the Treasurer, trust officer, and heads of interhal audit, risk management, and compliance functions regardless of rank, the BSFI shall not be required to submit their bio-data to the Bangko Sentral. b. xxx c. xxx d. xxx

In the case of the independent directors, the bio-data shall be accompanied by a certification under oath from the director concerned that he is an independent diredor as defined under Subsec. X141.1g. Subsec. X!|8.3 rrterrocklng dlrcctoEhlps qnd/or olfice6hlps. In o.der to safeguard against the excessive concentration of economic power x x x c. lnterlockingo[ficetships A concurrent officershiD in different Fls x x x As a general rule, there shall be no concurrent officerships between banks or, between a bank and a QB or a NBF|1. In the case of non-governmental organizations (Ncos)foundations that are engaged in retail microfinance operations, as defined under Subsec. X326.1.e(8), BSFI officers are prohibited from holding officership position or other positions that may cause them to be involved in the dailv mic.ofinance operations of related NGOs/ foundations. However, subject to prior approval ofthe Monetary Board, concurrent officerships, may be allowed in the following cases: x x x IBSF| officert who concurrently held officership position or other positions that caused th€m to be involved in the daily microfinance operations of retated NGOs/ foundationS were given up to 30 September 2011to relinquish such ofticer position. d. Secondment A BSFI may second or transfer its employee to another entity for temporary assignmenl: Provided, That it has a board-approved policy on secondment and that the transfer of the employee is approved by the appropriate authority of the BSFt: Prcvided, futtheL fhat the secondee or the t.ansferred employee shall relinquish all his duties, responsibilities, and authorities in the BsFt, and shall receive remuneration and other incentives from the host entitv. BSFIS shall submit a notice within ten (10) banking days from the approval of secondments of employeesto the appropriate supervising department ofthe SES. e, Representotives of govemment The provisions ofthis Section shallapplyto persons appointed to such x xx. Subsec. X1/8.4 fiurer of Procedures on odminitlqtive cqses invofuing dircdoE ond olficers of BSF s. The rules of procedure on administrative cases involving directors and officers of BSFfs arc shown in Appendix 64. Sectlon l0.section X186 ofthe MORB on internal audit function is herebv amended to read as follows: Sec. X186 Internal audit function. An effective and efficient internal audit function constitutes the third line of defense in the svstem of internal control. lnternal audit is an independent, objective assurance and consulting function x x x

Section 11. Subsection X406.10 of the MORB on confirmation the of appointment/designation of trust officer and independent professional of Chapter A of part Four of the Trust, Other Fiduciary Business and Investment Activities is hereby amended as follows: PART FOUR - TRUST, OTHER FIDUCIARY EUSINESS AND INVESTMENT MANAGEMENT ACTIVITIES A. TRUST AND OTHER FIDUCIARY EUSINESS Sec. X406 Organlzation and ManaSement, Subsec, X406.10 Conthmdtion ol the qppointment/designqtion ol trust offrcer ond i n d e pe n d e nt prcf e ss i on s l. The appointment or designation of independent professional and trust officer shall be subject to confirmation by the SES Committee. x x x Section 12. The Sections/Subsections of the MORB are renumbered/deleted as follows: Old Sectlon/ litle/Descrlption NeVDeleted Subsedion Section/Subsection x141.9 Certifications required Deleted. Covered bv X148.2 x141.10 Sanctions Deleted. Covered by the SupeNisory Enforcement framework under Sec. X009 x143 Disqualification and Watchlisting of Renumbered to X150 Directors and Officers x143.1 Pe6ons disqualified to become Renumbered to X150.1 directors x143.2 Persons disoualified to become officers Renumbered to X150.2 x143.3 Effect of non-poss€ssion of Renumbered to X150.3 qualifications or possession of disqualifications xL43.4 Disqualif ication procedures Renumbered to X150.4 x143.5 Watchlistins Renumbered to X150.5 x146 Related Party Transactions; Policy Renumbered to X147 Statement x746.L Definition ofterms Deleted x146.3 Disclosure and resulatorv reoortin{ Renumbered to X147.2 x146.4 Applicability to branches of foreitn Renumbered to X147.3 0anKs x146.5 Supervisory enforcement actions Renumbered to X147.4 Sec.3147 BondinS/Trainint of Directors, Off icers Deleted and Employees x148 Real Estate and Chattel Transactions Deleted. Cove.ed bv the RPT policies with DOSRI and EmDlovees

Old Section/ Title/Oescription NeqDeleted Subsection Section/Subsectlon x148.1 Certification on real estate/chattel Deleted. transaction with DOSRI and employee{s) x148.9 Sanctions Deleted. Covered by the Supedisory Enforcement framework under Sec. X009 x149.9 Sanctions Deleted. Covered by the Supervisory Enforcement framework under Sec. X009 x338 Fina ncia I Assistance to Officers and Deleted. Covered by X146.2 Employees x338.1 Mechanics Deleted. Covered bv X146.2 x1338.2 Funding by forei8n banks Renumbered to X146.2a x338.3 Other conditions/limitations Renumbered to X146.2b Section 13. Considering the renumbering of the provisions in the above Sections/Subsections, references to the renumbered provisions are correspondingly amended/deleted as shown below. Section/ With cross- On the: ew Section/ Subsection tefetenceto: Subsedion xr92.r2 x146.1 Definition of control x141.1d x325.1 x146.3 x146 Profit Sharins orosaam x146.1 x150.3 x141.4 ConfirminS authority for the x148.1 election/appointment of directorvofficers x150.2 x143.1 Disqualifi cations for diredors shall x150.1 likewise apply to officers except those stated in items b{2) and b{7) x150.3 x143.1 Persons disqualified to become x150.1 x150.4b directors x150.4k x306.1 x143.1b(3) Definition ofdelinquency in the x1so.1b(3) payment of obliSation x150.3 xL43.2 Persons disqualified to become x150.2 x150.4 officers x150.3 x142.2 Qualifications of an offcer x145.1 x180.4 x150.3 x74L.2 Qualifications of a director xL42.3 xr47.2 X141.3c(9) Reportorial requirement on group x143.1d(8) x173 transactionS Aoo. 5 x150.3 x143.4 Disqualitication procedures x1s0.4 x150.5 x172.L x141.3 A financial product provider must x143.1d(8) have been disclosed and feported as part ofthe group structure

Section/ With .ross- On the: New Section/ Subsection reference to: Subsection x179.2 x141.3 Duties and responsibilities of the x143.1 x180.5 board ofdirectors x185.1 x406.4 x602.1 ADDendix 27 x185.1 xL42.3 Duties and responsibilities of x745.2 Officers x326.1 x141.1 Definition of Directors x141.1f x406.2 x141.1(by Defi nition of non-executive x141.1i footnote) director x406.2 x141.2(by Definition of Independent Director x141.18 footnote) x326.7 x142.1 Definition ofOffcers x141.lj x406.2 x173 x141 Applicability to branches of foreitn xL42, X143, X145 x742 banks x181.3 x742 Definition, Qualifi cation, Duties x145 and responsibilities of Officers x181.3 x143 Oisqualification and Watchlisting x150 Appendix 37 ofOfficers Appendix 38 Appendix 6 x145.3 Conglomerate Structures; report xL47.2 on materialRPT Appendix 6 x141.9 Submission of cenification on the x143.2 receipt ofduties and re5ponsibilities Appendix 6 xL44 - Bio data of d irectortoffi€ers X148.2a x14L.2 - Certification underoath ofthe X141.1t x\M Independent Director X148.2c - Notarized list ofmembers ofthe Boad Appendix 6 x143.3 Verified statement of x150.3 d irector/omcer that he/she has all the qualifications and none ofthe disqualifications Appendix 5 x143.4 Report on Disqualiflcation of x150.4 Directors/Officers Appendix 16 x143 Qualification ofthe x150 investor/stockholdet based on "fit and propel,, rule, on Countryside Financial Institutions Enhancement Program Appendix 37 x141.1 Number and nationality ofthe xL42.2 members ofthe Board Appendix 37 x141 Qualifications and Other x143 Appendix 38 x742 requirements of proposed x145 directors/officers

s€ctlon/ With cJoss- On the: New Sectio.t/ Subsection refetence to: Subsection Appendit 38 x141.2 Disqualification of directors who x142.3 failed to attend the required specialseminar Appendix 74a X145.1 (footnote) Definition of Related Parties x14L.I Appendix 75a x141.3 Duties of the Audit Committee x144.1 Appendix 75 x143.5 Authorization Form for Querying x150.s the Ban8ko SentralWatchlist Files for Screenint Applicants and Confirming Appointments of Directors and Officials Appendix 98 xr47.4 Documentary Requirements to be x148.1 Submitted to Eangko Sentralfor the Election/Appointment of Directors/Officers of Banks Appendix 988 xL44 Template list of members ofthe X148.2c Soard and officers Appendix 99 x148.1 Certification on Real Estate/Chattel Deleted Transactions Sectlon 14. Eftedivity. This Circular shall take effect fifteen (15) calendar days following its publication either in the Official Gazette or in a newspaper of general circulation. FOR THE MONETARY BOARD: I [S^e, q.t-p t{EsToR A. E9EN .tA,tR. Governor ?lAugust 2017

Appendir 98 ot the MORA Required ceniflcations and Examples ofsupporting Documents forthe conflnnation of Election/Appointment of Directors/Officers of BanSko Sentral ng plliplnas Supervised Financlal lnstitutions {BSFts}l (Appendix to Subse.t. X148,1, Xt8O.3 ond M(n.fi) Requiring Bangko Sentral Confi rmation2 Not Requiring BanSko Sentral Confilmatron DirectoE Chicf Executive Oflicer and Other Offi.ers Officers below the lank ot Senlor Vice President enumerated In Subsec. X148.13 requidng a different set of minlnum a!alificatlons' Letter-request for BanSko Sentral confirmation . Letter,request for Bangko Sentral confirmation signed by authorized offcef with an signed by authorized offlcer with an aftirmative affirmative statement that the institution has statement that the institution has conducted a conducted a fit and proper test on the fit and properteston the officer/s concerned director/s concerned Secretary's Certificate attesting to the . Secretavs Certiticate attesting to the resolution resolution of the stockholders or board of of the board of directors approving the directors approving the election appointment6 8io-data with a photograph (2" x 2") taken . Bio-data with a phototraph (2" x 2") taken . Bio-data with a photograph (2,, x 2,,)taken within within the last six (6) months within the last six (6) months the last six (6) months Certification under oath of the director . Certification under oath of the offtcer concerned concerned that he/she possesses all the that he/she possesses all the qualifications and 'To be submitted within twenty (20) business days from date of election/re ele€tion/appointmenvpromotion to the appropriate supervising department ofthe sEs. For hterlock requirin8 Monetary Board epproval, thefollowinS shallbe submitted: (a ) Letter,request for Monetary aoard a pprovat with justification; and (b)Bio-data. 'IncludinBthose exempted fiom the required BenSko sentrc I confirmation as provided in subsecs. x148.1and x406.10. ' E.g,,lreasurer, trust officer, heads of interna I a udit, risk management and compliance functions, and other ofticers with rank ofSeniorVice president and above 'E g, security officer, Head/ln'charge of E/FCDU operations, and Head/ln-charSe of tmport and Export Financing operations (forTBs) " Authotiz€d siSnatory is the Chief Executive Officer (CEO)of the institution, except for appointment ofCEO, in which case the authorized signator shallbe the Chairman of the Corporate Gov€rnance Committee or of the Board of Directort as may be applicable, Foa those exempted from the required Bangko aentral conlirmation as provided in Subsec 148.1, submit statement that the institution har conducted a fit and proper test on the director/officer conc€rned. 5In case offoreign bank branches, consularized letter of appointment of the officer concerned from the Head Office and/or Regional Office Page 1of 3

App€ndix 98 ot the MORB R€quired Certifications and Exafiples of SupportlnS Documents forthe Confirmation of Election/Appointment of Di,ecto6/Officers ot Bangko S€ntral nt Pilipinas Supervised Flnancial Institutions (BSFls)r (Appendix to Subsecs. Xtt 8,t, X180.3 dnd )6ar5.to) Requiring Bangko sentral confirmation2 Not Requhing Bangko S€ntral Confi.mation Dire.tors Chief Executlve Offlcer and other officers Offi.ers below th€ rank ofSenlorvlce Presldent enumerated in Subsea. X148,1r requlrlng a differents€t of mlnimum qualifications' qualifications and none ofthe disqualifications none of the disqualifications to become an to become a director officer . For first-time directors in a particular . For first-time officers to be subject to Bangko bank/banking group as defined in Subse€. Sentral conlirmation in a particular bank with X148.1 trust authority/trust corporation/banking Broup as defined in Subsec. X148.1 a.Certification under oath of compliance with a.Duly accomplished and notarized authorization the Bangko Sentral-prescribed syllabus on form for queryint the Eangko Sentral watchlist on-boardin&/orientation program file from the officer concerned b.Certification under oath that the diredor has received copies of the Beneral responsibility and specific duties and resoonsibilities ofthe board of directors and of a director and that he/she fully understands and accepts the Same c. Dulv accomolished and notarized authorization form for querying the Bangko Sentral watchlist file from the director concerned PaSe 2 of3

Appendix 98 of the MORB Requi.ed Certifications and Examples ofSupportlng Documentsforthe Conflrmation of Election/Appointment of Oirecto.s/Ofticers ot Santko Sent.al n8 Piliplnas Supervlsed Flnancial Institutions (BSFtsll (Appendlx to Subsecs. Xtt 8.1, X18O.3 and X4O6.[O) Requirint Bangko Sentral Confirmatlon2 t{ot Requlrlng Bangko Sentral Conflrm.tion Directols Chief Executive Offlcer and Other Offi.ers Offi.ers below the rank ofSeniorVice president enume.ated in Subsea. X148.lt requiring a difterent set of minlmum aualifications' . For independent directors, certification under . Brief description of his/her duties and . Brief description of his/her duties and oath that he/she is an independent director as responsibilities responsibilities defined in BSP regulations . For re-elected directors, Secretavs Ce.tificate . Alien Employment permit issued by the on the attendance by the director concerned Department of Labor and Emplovment for to the board meetings held for the last twelve foreigners appointed as officers (12) months covering the term of service, indicating percentage of attendance to board meelrngs PaBe 3 of 3