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

BANGKo SeNTnnL NG PILIPINAs OFFICE OF THE GOVERNOR ctRcutAR NO. 887 Series of 2015 Subiect: Further Amendments to the Regulations on the Approval/Confirmation of the Election/Appointment of Directors/Officers The Monetary Board in its Resolution No. L342 dated 20 August ZOLS, approved the following amendments to the provisions of the Manual of Regulations for Banks (MORB) and the Manual of Regulations for Non-Bank Financial Institutions (MORNBFI): Section 1. Subsection XL4L.2 of the MORB prescribing the minimum qualifications of a director is hereby amended to read as follows: Subsec. Xl4t.2 Quolifications of o director. a. A director shall have the following minimum qualifications: (1) xxx (21 xxx (3) xxx (41 xxx An elected director has the burden to prove that he/she possesses all the foregoing minimum qualifications and none of the disqualifications by submitting the documentary requirements listed 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 and result in his/her removalfrom the Board. The members of the board of directors shall possess the foregoing qualifications for directors in addition to those required or prescribed under R.A. No. 8791 and other existing applicable laws and regulations. b. xxx xxx xxx xxx Section 2. Subsection X141.4 of the MORB on confirmation of the election/appointment of directors/officers is hereby amended, as follows: Subsec. XL4L.4 Confirmotion of the etection/oppointment of directors/officers. The election/appointment of directors/officers of banks shall be subject to confirmation by the following: Confirming Authoritv Position Level a. Monetary Board Directors and senior vice president and above (or equivalent ranks) of UBs and KBs, and of lslamic Banks, TBs, RBs and Coop Banks with total assets of at least p1.0 billion.

b. An SES Committee to be I Directors and senior vice president and above (or composed of: I equivalent ranks) of lslamic Banks, TBs, RBs and Coop - Deputy Governor, SES I Banks with total assets of less than p1.0 billion. - Heads of SES Sub- sectors l, ll and lll The election/appointment of abovementioned directors/officers shall be deemed to have been confirmed by the Bangko Sentral, if after sixty (50) banking days from receipt of the complete required reports, the appropriate supervising department of the SES does not advise the bank concerned against said election/appointment. However, the confirmation by the Monetary Board/SES Committee of the election/appointment to abovementioned position levels shall not be required, in the following cases: a. Reelection of a director (as a director) in the same bank or election of the same director in another bank, QB, trust entities other than stand-alone or trust corporation within a banking group; b. Reelection of an independent director (as an independent director or not) in the same bank or election of the same director (as an independent director or not) in another bank, QB, trust entities other than stand-alone or trust corporation within a banking group; and c. Promotion of an officer, other than to that which requires (i) prior Monetary Board approval or (ii) a different set of minimum qualifications or (iii) 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 entities other than stand-alone or trust corporation within a banking group: Provided, That the director/officer concerned has been previously confirmed or in the case of a compliance officer or trust officer who will be promoted to the rank of senior vice president or above (or equivalent rank), previously approved/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 hereof: Provided, further, That said director/officer has had continuous service within the same bank or banking group. This exemption shall apply to directors/officers confirmed by the Monetary Board/SES Committee starting 1 January 2OLL. The appointment of officers below the rank of SVP shall be subject neither to Monetary Board approval nor Bangko Sentral confirmation. The appointment of compliance officers and trust officers regardless of rank shall be subject to prior Monetary Board approval/confirmation as provided in Subsecs. XL80.4 and X406.10, respectively. "For purposes of this Subsection, the term bonking group shall refer to the parent bank and its subsidiary banks, QBs, trust entities other than stand-alone and trust corporations, as well as other banks, QBs, trust entities other than stand-alone

and trust corporations over which the parent bank has the power to exercise "control" as defined in Subsec. XL4L.2. "The documentary requirements for the confirmation of the election/appointment of directors/officers/trust officer, and approval of the appointment of compliance officers of banks/eBs/NBFls 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 election/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 bank, even if he/she has assumed the position to which he/she was elected/appointed, pursuant to Section 16 of R.A. No. 8791. Section 3. Subsection XL41.9 of the MORB on reports required is hereby amended, as follows: Subsec. Xl4L.9 Certilications required. Banks shall furnish all of their first- time directors within a bank or banking group with a copy of the general responsibility and specific duties and responsibilities of the board of directors and of a director prescribed under ltems "b", "c" and "d" of subsec. xl4L.3 upon election. "The bank must submit to the appropriate department of the SES, within twenty (20) banking days from date of election, a certification under oath of the directors concerned that they have received copies of such general responsibility and specific duties and responsibilities and that they fully understand and accept the same, in accordance with Appendix 6. "The bank must submit to the appropriate department of the SES a certification under oath of the directo r/officer with rank of senior vice president and above, and officer whose appointment requires prior Monetary Board approvalthat he/she has all the prescribed qualifications and none of the disqualifications 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 accordance with Appendix 6." Section 4. Subsection xL42.2 of the MORB prescribing the minimum qualifications of an officer is hereby amended to read as follows: Subsec. X142.2 Qualificotions of an officer. An officer shall have the following minimum q ualifications: XXX ln the case of Coop Bank, the manaBer must have actual banking experience (at least manager or assistant manager). An appointed officer has the burden to prove that he/she possesses ail the foregoing minimum qualifications and none of the disqualifications by submitting the

documentary requirements listed in Appendix 6. 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 and result to his/her removal therefrom. The foregoing qualifications for officers shall be in addition to those required or prescribed under R.A. No. 8791 and other existing applicable laws and regulations. Section 5. Subsection XI44 of the MORB on bio-data of directors and officers is hereby amended to read as follows: Sec. X144. Biodota of Directors and Ofiicers. a. Banks shall submit to the appropriate department of the SES a bio-data with lD picture of their (i) directors/officers with rank of senior vice president (SVp) and above (or equivalent ranks), (ii) officers below the rank of SVp requiring a different set of minimum qualifications or (iii) officers whose appointment requires prior Monetary Board approval upon every election/re_ election/appointment/promotion in a prescribed form and lor first-time directors/officers with rank of SVP and above (or equivalent ranks) within a particular bank/banking group whose election/appointment requires Monetary Board/SES Committee confirmation or whose appointment requires prior Monetary Board approval, the duly notarized authorization form 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 accordance with Appendix 6. The bio-data shall be updated and submitted (i) in cases of change of name due to change in civil status and change of residential address, within twenty (20) banking days from the date the change occurred and (ii) in cases of requests for prior Monetary Board approval of interlocks. For other officers below the rank of SVP, the bank shall not be required to submit their bio-data to the Bangko Sentral. b. The bank shall, however, keep a complete record of the bio-data of all its directors and officers and shall maintain a system of updating said records which shall be made available during on-site examination or when required by the Bangko Sentral for submission for off-site verification. c. Banks shall also submit to the appropriate department of the SES, a duly notarized list of the incumbent members of the board of directors and officers (President or equivalent rank, down the line, format attached as Appendix 9gbl, within twenty (20) banking days from the annual election of the board of directors as provided in the bank's by-laws, in accordance with Appendix G. d. xxx. xxx xxx xxx

Section 5. Subsection 4L4LQ.2 of the MORNBFI prescribing the minimum qualifications of a director is hereby amended to read as follows: Subsec. 41,4tQ.2 Quolifications ol a director, a. A director shall have the following minimum qualifications: (1) xxx (21 xxx (3) xxx (4) xxx An elected director has the burden to prove that he/she possesses all the foregoing minimum qualifications and none of the disqualifications by submitting the documentary requirements listed in Appendix e-57. 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 and result to his/her removalfrom the Board. The members of the board of directors shall possess the foregoing qualifications for directors in addition to those required or prescribed under R.A. No. 8791 and other existing applicable laws and regulations." b. xxx. xxx xxx xxx Section 7. Subsection 4L4LQ.4 of the MORNBFT on confirmation of the election/appointment of directors/officers is hereby amended to read as follows: Subsec. 4141e.4. Confirmation of the election/appointment of directors/officers. The election/appointment of directors/officers of eBs and NBFIs with trust authority shall be subject to confirmation by the following: Confirming AuthoriW Position Level a. Monetary Board directors and senior vice president and above (oi equivalent ranks) of QBs, and NBFIs with trust authority with total assets of at least P1.0 billion. b. An SES Committee to be directors and senior vice president and above (or composed of: equivalent ranks) of QBs, and NBFIs with trust authority - Deputy Governor, SES with total assets of less than p1.0 billion. - Heads of SES Sub- sectors l, lland lll The election/appointment of abovementioned directors/officers shall be deemed to have been confirmed by the Bangko Sentral, if after sixty (60) business days from receipt of the complete required reports, the appropriate supervising department of the SES does not advise the QB/trust entity concerned against said election/appointment.

However, the confirmation by the Monetary Board/SES Committee of the election/appointment to abovementioned position levels shall not be required, in the following cases: a. Reelection of a director (as a director) in the same eB or NBFI with trust authority or election of the same director in another bank, eB, NBFI with trust authority or trust corporation within a banking group; b. Reelection of an independent director (as an independent director or not) in the same QB or NBFI with trust authority or election of the same director (as an independent director or not) in another bank, QB, NBFI with trust authority or trust corporation within a banking group; and c. Promotion of an officer, other than to that which requires (i) prior Monetary Board approval or (ii) a different set of minimum qualifications or (iii) a different level of confirming authority as provided in the first paragraph hereof, in the same QB or NBFI with trust authority or appointment/transfer to another bank, QB, NBFI with trust authority or trust corporation within a banking group: Provided, That the director/officer concerned has been previously confirmed or in the case of a compliance officer or trust officer who will be promoted to the rank of senior vice president or above (or equivalent rank), previously approved 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 hereof : Provided, further, That said director/officer has had continuous service within the same QB or NBFI with trust authority or banking group. This exemption shall apply to directors/officers confirmed by the Monetary Board/SES Committee starting l January 2OtL. The appointment of officers below the rank of SVP shall be subject neither to Monetary Board approval nor Bangko Sentralconfirmation. The appointment of compliance officers and trust officers regardless of rank shall be subject to prior Monetary Board approval/confirmation as provided in Subsecs. 4180Q.2 and 4406Q.L0, respectively. For purposes of this Subsection, the term banking group shall refer to the parent bank and its subsidiary banks, QBs, NBFIs with trust authority and trust corporations, as well as other banks, QBs, NBFIs with trust authority and trust corporations over which the parent bank has the power to exercise "control" as defined in Subsec. X4I4LQ.2. The documentary requirements for the confirmation of the election/appointment of the directors/officers, and approval of the appointment of compliance officers and trust officers of banks/QBs/NBFls with trust authority/trust corporations are shown in Appendix Q-57. 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 election/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 NBFI, even if he/she has assumed the position to which he/she was elected/appointed, pursuant to Section 15 of R.A. No. 8791. Section 8. Subsection 4141Q.9 of the MORNBFI on reports required is hereby amended, as follows: Subsec. 4141Q.9 Certilicotions required. QBs and NBFIs with trust authority shall furnish all of their first-time directors within a eB or NBFI with trust authority or banking group with a copy of the general responsibility and specific duties and responsibilities of the board of directors and of a director prescribed under ltems ob', oc' and "d" of Subsec. X414le.3. The QB/NBFI with trust authority must submit to the appropriate department of the SES, within twenty (20) business days from date of election, a certification under oath ofthe directors concerned that they have received copies ofsuch general responsibility and specific duties and responsibilities and that they fully understand and accept the same, in accordance with Appendix e-3. The QB/NaFl with trust authority must submit to the appropriate department of the SES a certification under oath of the director/officer with rank of senior vice president and above, and officer whose appointment requires prior Monetary Board approval that he/she has all the prescribed qualifications and none of the disqualifications within twenty (20) business days from the date of election/re- election of the directors/meeting of the board of directors in which the officers are appointed/promoted, in accordance with Appendix e-3. Section 9. Section 4L42Qof the MORNBFI on the definition and qualifications of officers is hereby amended, as follows: Sec. 4142Q Definition and eualifications of Officers . Officers shall include the president, executive vice president (EVP), senior vice president, vice president, general manager, treasurer, secretary, trust officer and others mentioned as officers of the QB/trust entity, or those whose duties as such are defined in the by-laws, or are generally known to be the officers of the QB/trust entity (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 eB/trust entity: Provided, That a person holding the position of chairman or vice-chairman of the board or another position in the board shall not be considered as an officer unless the duties of his position in the board include functions of management such as those ordinarily performed by regular officers: Provided, further, That members of a group or committee, including sub-groups 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 officers. An officer shall have the following minimum qualifications:

xxx c. He must be fit and proper for the position he is being proposed/appointed to. In determining whether a person is fit and proper for a particular position, the following matters must be considered: integrity probity, competence, education, diligence and experience/training. An appointed officer has the burden to prove that he/she possesses all the foregoing minimum qualifications and none of the disqualifications by submitting the documentary requirements listed tn Appendix e-57. 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 and result to his/her removal therefrom. The foregoing qualifications for officers shall be in addition to those required or prescribed under R.A. No. 879L and other existing applicable laws and regulations." Section 10. Section 4L44Q of the MORNBFI on Monetary Board confirmation of directors and senior officers is hereby amended to read as follows: Sec.4144Q (2008 - 4146e1. Bio-data of Director and Officers a. QBs and NBFIs with trust authority shall submit to the appropriate department of the SES a bio-data with lD picture of their (i) directors/officers with rank of senior vice president (SVP) and above (or equivalent ranks), (ii) officers below the rank of SVP requiring a different set of minimum qualifications or (iii) officers whose appointment requires prior Monetary Board approval upon every election/re- election/appointment/promotion in a prescribed form and for first-time directors/officers with rank of SVP and above (or equivalent ranks) within a particular QB/NBFI with trust authority/banking group whose election/appointment requires Monetary Board/SES Committee confirmation or officers whose appointment requires prior Monetary Board approval, the duly notarized authorization form per Appendix Q-45, within twenty (20) business days from the date of election/re-election of the directors/meeting of the board of directors in which the officers are appointed/promoted in accordance with Appendix e-3. The bio-data shall be updated and submitted (i) in cases of change of name due to change in civil status and change of residential address, withln twenty (20) business days from the date the change occurred and (ii) in cases of requests for prior Monetary Board approval of interlocks. For other officers below the rank of SVp, the eB/NBFI with trust authority shall not be required to submit their bio-data to the Bangko sentral. b. The QB/NBFI with trust authority shall, however, keep a complete record of the bio-data of all its directors and officers and shall malntain a system of updating said records which shall be made available during on-site examination or when required by the BSP for submission for offsite verification.

c. QBs/NBFls with trust authority shall also submit to the appropriate department of the SES, a duly notarized list of the incumbent members of the board of directors and officers (President or equivalent rank, down the line, format attached as Appendix Q-57b), within twenty (20) banking days from the annual election of the board of directors as provided in the QB's/NBFI with trust authority's by-laws, in accordance with Appendix e-3. d. xxx." XXX XXX XXX Section 11. Section 4145N of the MORNBFI on bio-data is hereby added as follows: Sec. 4145N. Bio-data of Directors and Officers a. Fls shall submit to the appropriate department of the SES a bio-data with lD picture of their directors/officers with rank of senior vice president (SVp) and above (or equivalent ranks) upon every erection/re- election/appointment/promotion in a prescribed form and for first-time directors/officers with rank of senior vice president and above (or equivalent ranks) within a particular Fl, the duly notarized authorization form per Appendix e-45, within twenty (20) business days from the date of election/re-election of the directors/meeting of the board of directors in which the officers are appointed/promoted, in accordance with Appendix N-7. The bio-data shall be updated and submitted in cases of change of name due to change in civil status and change of residential address, within twenty (20) business days from the date the change occurred. For other officers below the rank of SVP, the Fl shall not be required to submit their bio-data to the Bangko Sentral. b. The Fl shall, however, keep a complete record of the bio-data of all its directors and officers and shall maintain a system of updating said records which shall be made available during on-site examination or when required by the Bangko Sentral for submission for offsite verification. c. The Fl shall also submit to the appropriate department of the SES, a duly notarized list of the incumbent members of the board of directors and officers (President or equivalent rank, down the line, format attached as Appendix N-101, within twenty (20) business days from the annual election of the board of directors as provided in the Fl's by-laws, in accordance with Appendix N-1. Section 12. Section 4L475 of the MORNBFI on bio-data is hereby added as follows: Sec. 41475. Bio-data of Trustees and Officers a. NSSLAS shall submit to the appropriate department of the SES a bio-data with lD picture of their trustees/officers with rank of senior vice president (SVp) and above (or equivalent ranks) upon every election/re- election/appointment/promotion in a prescribed form and for first-time

trustees/officers with rank of senior vice president and above (or equivalent ranks) within a particular NSSLA, the duly notarized authorization form per Appendix e-45, within twenty (20) business days from the date of election/re-election of the trustees/meeting of the board of trustees in which the officers are appointed/promoted, in accordance with Appendix S-2. The bio-data shall be updated and submitted in cases of change of name due to change in civil status and change of residential address, within twenty (20) business days from the date the change occurred. For other officers below the rank of SVP, the NSSLA shall not be required to submit their bio-data to the Bangko Sentral. b. The NSSLA shall, however, keep a comptete record of the bio-data of all its trustees and officers and shall maintain a system of updating said records which shall be made available during on-site examination or when required by the Bangko Sentral for submission for offsite verification. "c. The NSSLA shall also submit to the appropriate department of the SES, a duly notarized list of the incumbent members of the board of trustees and officers (President or equivalent rank, down the line, format attached as Appendix e-S7bl, within twenty (20) business days from the election of the board of trustees as provided in the NSSLA's by-laws, in accordance with Appendix s-2. Section 13. Appendices 98, e-57, 98b, e-57b, 6, e-3, N-1, and S_2 are hereby amended as per attached Annexes A to F hereto. This Circular shall take effect fifteen (L5) calendar days following its publication either in the official Gazette or in a newspaper of general circulation. FOR THE MONETARY BOARD: a \1r../r pnalQ Officer-in-Charge 7 October 2015

App€ndix 98/+57 Dootm'nt"v R'quitlm.ntr to b! suhnltt d Esrto 5€mralfor $e El€cdon/appohtf€rt of Dir.tor./ofRceE of ranb xBFB whh rrEr trhonly.nd (ApD€ndL ro Suh.€6, Xtal Al1lrt1e,4,Xunrlar&2 .nd ,(/(|6. rrtt corpohrtd.v /a,ao6erol Requiring Bangko Sentral Confirmationz Not Requiring Bangko Sentral Confirmation Requiring Monetary Board Approval nor Monetary Board Approval Directors Officers with rank of SVp and above (,nrcers below the rank of SVP requiring All other officers below Compliance Officer (or equivalent ranks) a different set of minimum the rank of SVPa qualifications3 Letter-request for Bangko Sentral Letter-request for Bangko Sentral confirmation signed by authorized Letter-request for Bangko Sentral confirmation signed by authorized officers/ with an affirmative approval signed by authorized officer with an affirmative officers/ with an affirmative statement that the institution has statement that the institution has statement that the institution has conducted a fit and proper test on conducted a fit and proper test on conducted a fit and proper test on the director/s concerned. the officer/s concerned. the officer/s concerned. . Secretary's Certificate attesting to . Secretary's Certificate attesting to r Secretary's Certificate attesting to the resolution of the stockholders or the resolution of the board of the resolution of the board of board of directors approving the directors approving the election directors approving the appointments/ appointmentT/ . Bio-data with a photograph (2" x2,,) o Bio-data with a photograph (2', x o Bio-data with a photograph (2', x2,,1 taken within the last six (G) months . Bio-data with a photograph (2,, x 2,,1 2") taken within the last six (6) taken within the last six (6) months taken within the last six (5) months "Tobesubmittedwith|ntwenty|2o)bankin8/bUs|ne55daYsfromdateofelect|on/re€|ectloPpldmenVprmot Board approval, th€ followlng shal be submitt€d: {a) LetteFrequest for Monerary Board approvat with lusflftcitioD and {bl Bio{ata. ' Includlng those s(empted fmm the required 8an8ko s€ntrd confirmstion as prcvid€d in sub6€cs. x1414/4141q.4 and x4o5.10/4406o10 and 4905N.10 for trsr corpohtions I t E.g., Internal Alditor, s€curitv officer, Nead/ln-charge of VFCDU oper.tions, and H€ad/tn-chaG€ of tmport and Eqort Financtng operaflons (for TBs) 4 No documentary requtrements to b€ submitted to tne B.ngko sentral 5/Authodzedsi$atori5thePresidentofthelnstitution,er.eptforappolmefofP oroftheF,oardolDkectors,a5maYbeapp||c.b|e.FoIthoseermptedfiomtherequir€dBan8kos€nt.a|conf.t|onasPided|nsu notjcetothe8angkosentra|,|n|ieuof|ette.-requestforBangkosentra|confrmat|on,5it.t€dbyth€aforemention€ conducted a frt and proper test on the dir*torlofficer conc€rr€a. q In cas€ of forcign bank branches, consularized tetter of appolntment of the offfcer conc€rned from the Head otrke and/or Regbnat otrke t/ h case of forei$ bank b.anches, letter of appointment fmm the Country H€ad

Requiring Bangko Sentral Confirmationv Not Requiring Bangko Sentral Confirmation Requiring Monetary Board Approval nor Monetary Board Aoproval Directors Officers with rank of SVP and above Officers below the rank of SVp requiring All other officers below Compliance Officer (or equivalent ranks) a different set of minimum the rank of SVPa qualifications3 months . Certification under oath of the Certification under oath of the Certification under oath of the officer director concerned that he/she officer concerned that he/she concerned that he/she possesses all possesses all the qualifications and possesses all the qualifications and the qualifications and none of the none of the disqualifications to none of the disqualifications to disqualifications to become an officer become a director become an officer . For directors who are holding concurrent positions in government/government owned and controlled corporation(s) (GOCC), written permission from the head of Department/GOCc, allowing him/her to become a director of the Fl. o For first-time directors in a o For first-time officers to be subject particular bank/QB/NBFI with trust to Bangko Sentral confirmation in authority/trust corporation/ba n ki ng a particular bank/QB/NBFI with group as defined in trust authority/trust Subsec.141.4/4141Q.4: corporation/banking group as a. Copy of defined in Subsec.14l .414I4Le.4 certificate of of the MORB/MORNBFI: attendance in Corporate Governance seminar b. Certification under oath that the director has received -Tob€9lbmitHw|th|ntwentY(2o}bankins/businessday5f.omdateof€|ection/re-€|€|ofpF|ntmen/Pr Eoard apprcval, the followlng ihallb€ submitted: (a) Letterrequest for Monetary Board approv.tvJth justification; and (b) Bio-data. those e,Gmpted fmm the r€qulred Bangko s€nkal confirmation as provided in subs€cs. x141.4/4r41o4 and x4o6. to/4406Q.10 'lncludinS and 4906N.10 for trusr corDorarions t E.g.; tnterna Auditor, s€curity office., Head/ln{hr.ge of I VFcou op€Etlonr and Head/n{harge of hport and Expon Financiry operations {for TBsl

Requiring Bangko Sentral Confirmationz Not Requiring Bangko Sentral Confirmation Requiring Monetary Board Approval nor Monetary Board Approval Directors Officers with rank of SVP and above Officers below the rank of SVP requiring All other officers below Compliance Officer (or equivalent ranks) a different set of minimum the rank of SVPa qualifications3 copies of the general responsibility and specific duties and responsibilities of the board of directors and of a director and that he/she fully understands and accepts the same Duly accomplished and a. Duly accomplished and notarized authorization form Duly accomplished and for querying the Bangko Sentral notarized authorization form notarized authorization form for querying the Bangko Sentral for querying the Bangko watchlist file from the director watchlist file from the officer Sentral watchlist file from the concerned concerned officer concerned . For independent directors, certification under oath that he/she is an independent director as defined in Bangko Sentral regulations o For re-elected directors, Secretary's Certificate on the attendance by the director concerned to the board meetings held for the last t2 months covering the term of service, indicating percentage of attendance to board meetings " To be submitted wirhin twenty {20} banking/business d Bo.rd appfoval the followint shall be submitted: {a) Letter-request for Monetary Board approval wtth justificaflonj . nd {b) Bto-data. ' Including those exempted from th€ required &n8ko SentrEl conftm.tion a, provtded in subs€€i. Xr4t,4/4141e.4 and X4O6.1O/it lOGe,lO and 49OEN.1O for trst comorations vE t., Int€rna I auditot s€curitY offic€r, He.d/ln-charge of E/FcDu op€.ations, and Head/rn{harge of hpon and Expo.t Ftnanctng operaflon3 (for TBSJ

Requiring Bangko sentral coffi Not Requiring Bangko Sentral Confirmation Requiring Monetary Board Approval nor Monetary Board Approval Directors Officers with rank of SVp and above urncers Detow the rank of SVp requiring All other officers below Compliance Officer (or equivalent ranks| a different set of minimum the rank of SVP4 qualifications3 o Brief description of his/her duties o Brief description of his/her duties r Brief description of his/her duties and responsibilities and responsibilities and responsibilities o Alien Employment Permit issued o Alien Employment permit issued by by the Department of Labor and Employment for the Department of Labor and foreigners Employment for foreigners appointed as officers appointed as officers ' To be submitted wtthin twenty (2Ol banktng/busin€ss da Board approval, the follou/rng shart be submitted: (a) Letterrequest for Monetary Board ,pp.*"t *ittr ;r"tifl."ton; (b) Bio-data, "nd v|nc|Ud|ngtho5eexemptedfromther€quired8an8kosentrd|confkmationasprovidedin1tbs€cs.x141.4/414lQ.4andx4o5'1o/44o5Q.1oand49o6N'1ofortrstcoroor.ons sE t , Intehal Audltor, s€curltv ofiicer, Hea.yln'cha rye of VFcou ope.ationr and H€ad/rn-charae of rmport and Exporr Financlng operaflons {for TBs)

APP.98b/Q-57b DEADLINE : 20 banking/business days from the annual election of the board of directors/trustees SUBMISS lO N : Originat copyto the appropriate department of the SES (Name of Ban k/QB/N B Fl with Trust Authoritv/Trust Corporati on/N B Fl/N SS LA) List of the Members of the Board of Directors and Officers As of_ Name Position Department (if applicable) Directors: Officers with rank of senior vice president and above (or equivalent ranks): Officers below the rank of senior vice president: REPUBLTC 0F THE PHtLtPP|NES) ) s.s. I solemnly swear that all matters set forth in this report are true and correct, to the best of my knowledge and belief. _ (Signature of Authorized Signatory) SUBSCRIBED AND SWORN T0 BEFORE ME this day of 20_ , affiant exhibiting to me his/her (valid identification document) No. issued at on 20_. Notary Public Until December 31. 20 PTR No. Doc. No. Page No. Book No. Series of

Appendix 6 - Reports Required of Banks lAppendix to sec. x192 (2008 - x162)l REPORTS REQUIRED OF BANKS Cateoorv Form No. MOR Ref. Report Tltlo Frequencv Submission Deadline Submlssion Procedure/ e-mail Address A. UBs/KBs A-2 Unnumbered x141.9 Certification under oath of directors that they have Upon election (no prescribed (Cir. No. 758 dated 20th banking day after date Hardcopy to appropriate form) received copies of the general responsibility and as first-time of election department of the SES 05.11.12) specific duties and responsibilities of the board ofdirector within a directors and of a director and that they fully bank or understand and accept the same banking group DCB l/ll Form6F X144 Biographical Data of Directors/Officers with lD Upon every 20th banking daylrom date Hard copy to (BSP 7-16-18) (CL dated 01.19.01, M. oictures election/re- of election of the department of the SES appropriate 024 dated 07.31.08) MAB election or directors/meeting of the dated 09.02.04 Cir. No. appointmenUpr board of directors in which 758 dated 05.11.12\ lf submitted in CD form- Notarized first page of omotion the officers are each of the directors'/officers' Biographical Data or if change in appointed/promoted saved in CD and control prooflist name or residential if sent by electronic mail - Notarized first page of 20th banking day from the address occurs oo Biographical Data or Notarized list of names of date change of name or or if requesting Directors/Officers whose Biographical Data were for approval of residential address submitted thru electoric mail to be faxed to SDC occurreo interlocks xl44 Certification under oalh of the independent director Upon 20th banking day from date (Cir.No. 758 that he/she is an independent director as defined election of election 05.11.12) under Subsec. X141.2 and that all the information thereby supplied are true and correct x144 Duly accomplished and notarized authorization Upon election 20th banking day from date (Cir.No. dated form for querying the Bangko Senhal watchlist files or of election of the 05.11.12) appointmenU directors/meeting of the promotion board of directors in which as first time the officers are director/ appointed/promoted officer within a bank or banking group Unnumbered X141.9 Certification under oath of directors/officers with Upon 20th banking day from date (no prescribed (Cir. No. 758 dated rank of senior vice-president and above, and officer election of election form) 05.11.12) whose appointment requires prior Monetary Board approval Manual of Regulations for Banks U Bs/KBs Page 1

Appendir 6 - Reports Requied of Bans lAppendtx to sE. xtgz (2d)€ _ x162)l p!&994 E9Eq.!!9" flOR R.f. R.mnfl{. Ftu!.na submb.to. rr..dth. submr$ion pM.du.d .{.[ Addr... x1433 v€dned sttlemont ol directrr/offer that he,/rh6 l,h b.nkrE dey a. H4tr @py o appbpnaig {clr' No 513 dai.d has a ihe qualir€tlons and rcn. or rho decriond .a11", drsrE6 ociu J atei detdnor orrh€ sEs 02.i0,04) disqullitic.ttions .ppojntm*t ot€ctiod.DFintmst B Unnumbered x144 Notarized List of Members of the Board of Directors Annually loth banking q"vv"'us'r (Cir. No. 758 dated and Officers ctay from the 05.1,t.12) il:lfu.:E:fl " "" Manual of Regulations for Banks U Bs/KBs Page 2

9{rr94 Fotfl o. IoES!1 E!'lglf.Ilttg Fr€ou€nca subml.don pEdln. submr!.ton proc.durul .{lrall Add.6. B. TBr B x144 Duly accomPlbh€d end notarized auftorLatlon lom upon 20th banttng dsy from dats Hffd copy io appropriata (cir' No 758 dalsd for querying tl€ Bangko sentsalwatchlist fbs €tsc{on or of €t€ct;n of tn€ d€osnrn€nt of h€ sEs 051 1.12) appoint nenu dir€ctoE/me€ting ot tn€ p.omorlon board of dlr€cioB h which a6fit5tlime lh6 otrrcers dlrocbr/ sppolnlod/promoH offic€r wit n |ankjng group B (MMB datsd C10.02.05) C€rt|ncaton under oath ofhe Independent dir*lors Upon 20fi banktng day iofi dat€ Hg'd copy to appop.iato lhat he/sh€ is an IndQend€d dir€clo. as deflned ot€ction ofetection departm€ntothe SES und€r Subeec. X141.2 and t|at all f|e infdmation B x14.1 3:1fl","["^Xff#&H".ilf#frr,"., r., n .n" upon every 2oo b€nkrns d€y rrom dare Hard copy !o approprr€le (cir No. 758 dated has fte quallllcations and none of lh. st*tion/rs- of €tslion of th€ deoadh€rl of ths sEs 05.11.121 dbquattflcrriom dsc{oo dirc€iors/mo€ltng of rhe or board ol dlrecio|s In rhlch aPPointrndU lhs ofllc€ls paomotion appolnted/pomobd B Unnumbet€d Xt44 Llst of M€mb€.s ot lhe Bo€rd of Dir€c-tor6 and Annually 2orh banking day aiter Hard copy to appmpriat€ (NPOg-TA) (As am€ndod by Clr. No. Off@B annuat€t€cton of th€ boed dep€rtment t fts SES 758 dated 05.11.12) of dir6clors TBs Manual of Regulations For Banks Page 1

Cateoorv Form No. MOR Ref. Report Title Freouencv Submission Deadline Submission Procedure/ e-mail Address C. RBs/Coop Banks A-2 Unnumbered X141 .9 Certification under oath of directors that they have Upon election 20th banking day after Hard copy to (no prescribed appropriate received copies of the general responsibility and as first-time date of election form) department of the SES specific duties and responsibilities of the board of director within a directors and of a director that they fully understand bank or banking and accept the same group RB/COB x144 Biographical Data of Directors/Officers Form 18 (CL dated 01.09.01, as - lf submitted in CD form - Notarized first page of After 20th banking day from the Hard copy to appropriate election or date of election of the department of the SES amended by M-024 each of the directorsTofficers' biodata saved in CD appointment directors/meeting of the dated 07.31.08) and control prooflist and as board of directors in which - lf sent by electronic mail - Notarized first page of change the officers are elected or Biographical Data or Notarized list of names of occurs or if appointed/promoted Directors/Officers whose Biographical data were requesting for submitted thru electronic mail to be faxed to SDC approval of (cL dated 01.09.01) interlocks xl44 Duly accomplished and notarized authorization form Upon election 20th banking day from date Hard copy to appropriate for querying the Bangko Sentral watchlist files or appointmenu of election ofthe department of the SES promotion as directors/meeting of the first time board of directors in which director/officer the officers are appointed/ within a bank or promoted banking group x144 Certification under oath of the independent Upon 20th banking day from date Hard copy to appropriate MMB dated 09.02.05 directors that he/she is an independent director as election of election department of the SES defined under Section X141 .2 and that all the information thereby supplied are true and correct x141.9 Certification under oath of director/officer that Upon every 20th banking day from date Hard copy to appropriate (Cir. No. 758 dated he/she has all the qualifications and none of the election/re- of election of the department of the SES 05.11.12) disqualifications election directors/meeting of the or board of directors in which appointmenU the officers are appointed/ promotion promoted RB/COB X144 List of Members of the Board of Directors and Annually 20th banking day from the Hard copy to appropriate Form 25 (Cir.No. 758 dated Officers annual election of the department of the SES 05.11.12) board of directors Manual of Regulations for Banks RBs 1

APP. Q-3 - UST OF REPORTS REQUTRED FROM QUASI_BANKS [Appendix to Sec. 4792Q eOOg - 4762e)] Cateqory Form No. MOR Ref. Report Title Freouencv Submission Deadline Submission Procedure A-2 Unnumbered 4141Q.9 Certification under oath of directors that they Upon election as first- 20th business day from date Hard copy to appropriate (no prescribed (As have received copies of the general time director with a of election department of the SES form) amended by responsibility and specific duties and QB or NBFI with trust Circular No. responsibilities of the board of directors and authority or banking 758 doted of a director and that they fully understand 9roup 0s.1_1.12) and accept the same. SES II Form L5 4L44Q (As Biographical Data of Director/Officer with ID Upon every 20th business day from date Hard copy to appropriate (NP08-TB) amended by picture. election/re-election or of election of the directors/ department of the SES Cir.758 appointment/ meeting of the board of dated lf submitted in CD form-Notarized first page promotion or if directors in which the officers 05.L1..1-2 of each of the directors'/officers' Biographical change in name or are appointed/ promoted. ond Data saved in CD and control proof list residential address by M-024 occurs, or if requesting doted -If sent by electronic mail - Notarized first for approval of 20th business day from date 07.3L.08) page of Biographical Data or Notarized list of interlocks the change of name or names of Directors/Officers whose residential address occurred Biographical Data were submitted thru electronic mail to be faxed to SDC 4t92Q Certification under oath of the independent Upon election 20th business day from date Hard copy to appropriate (MAB doted directors that he/she is an independent of election department of the SES 09.02.05 os director as defined under Subsec. 4L4IQ.2 omended by and that all the information thereby supplied Circulor No. are true and correct 758 dated 05.11.1.2) Page 1 ot 2

41,92Q Certification under oath of directors/officers Upon every 20th business day from date Hard copy to appropribte (Cir. No. that he/she has all the qualifications and election/re- of election of the directors/ department of the SES 5L3 doted none of the disqualifications election or meeting of the board of 02.70.06, os appointment/ directors in which the officers amended by promotion are appointed/promoted. Cir. No.758 dated 05.11.12) Unnumbered 4144Q List of Members of the Board of Directors Annually 10th business day Hard copy to (Circulor and Officers from the annual election of appropriate department of No.758 the board of directors the SES dated 05.17.L2) Duly accomplished and notarized Upon election or 20th business day Hard copy to authorization form for querying the appointment/ from date of election of the appropriate department of Bangko Sentral watchlist files promotion as first time directors/meeting of the the SES director/officer within board of directors in which the a QB or NBFI with trust officers are appointed/ authority or banking promoted group

APP. N-l- UST OF REPORTS REQUIRED FROM NON.BANK FINANqAI INSTITUTIONS (Appendix to Sec. 4I62N) Category Form No. MOR Ref. Report Tiile Frequency Submission Deadline Submission Procedure SES II Form L5 4145N Biographical Data of Directors/Officers Upon every election/ 20th business day from date of Hard copy (NP08-TB) (Cir. No.758 to with ID picture re-election or election of the appropriate doted 05.i.i..12 appointment/ directors/meeting of the board department of the SES and M-2008- - If submitted in CD form - Notarized first promotion or if of directors in which the officers 024 dated page of each of the directors'/officers' change in name or are appointed/ promoted 07.31.08) Biographical Data saved in CD and control residential address prooflist occurs 2Oth business day from date the change of name or residential -lf sent by electronic mail - Notarized first address occurred page of Biographical or Notarized list of names of Directors/Officers whose Biographical Data were submitted thru electronic mailto be faxed to SDC 41_45N Duly accomplished and notarized Upon election or 20th business day from date of Hard copy to (Circulor No. authorization form for querying the appointment/ election of the appropriate 758 dated Bangko Sentral watchlist files promotion as first directors/meeting of the board department of the SES 05.L1-.1_2) time director/officer of directors in which the officers within an FI are appointed/ promoted B Unnumbered 4i.45N List of Members of the Board of Directors Annually 20th business day from annual Appropriate (Circular No. and Officers election of the board of department of the SES 758 doted directors 05.LL.12)

APP. S-2 - REPORTS REQUIRED FROM NON-STOCK SAVINGS AND rOAN ASSOCTATTON Category Form No. MOR Ref. Report Title Freouencv Submission Deadline Submission Procedure SES II Form 15 4L475 Biographical Data of Trustees/Officers Upon every election/ 20th business day from date of Hard copy to (NPO8-TB) (As amended by with ID picture re-election or election/re-election of the appropriate Cir. No.758 appointment/ trustees/meeting of the board department of the SES dated 05.71-.L2 - If submitted in CD form - Notarized first promotion or if of trustees in which the officers ond M-024 page of each of the trustees'/officers' change in name or are appointed/ promoted doted 07.37.08) Biographical Data saved in CD and control residential address prooflist occurs 20th business day from date the change of name or residential -If sent by electronic mail - Notarized first address occurred page of Biographical or Notarized list of names of Trustees/Officers whose Biographical Data were submitted thru electronic mail to be faxed to SDC 4T475 Duly accomplished and notarized Upon election/re- 20th business day from date of Hard copy to (Circular No. authorization form for querying the election or election/re-election of the appropriate 758 dated Bangko Sentral watchlist files appointment/ trustees/meeting of the board department of the SES 0s.1-L.12) promotion as first of trustees in which the officers time trustee/officer are appointed/ promoted within an NSSLA Unnumbered 4145N List of Members of the Board of Trustees Annually 20th business day from annual Appropriate (Circular No. and Officers election of the board of trustees department of the SES 758 doted 0s.11-.L2)