Board Committees

The Board has established Committees to heighten the efficiency of board operations and assist in exercising its authority for oversight of internal control, risk management and performance monitoring of the Bank.

The Committees provide organized and focused means for the directors to achieve specific goals and address issues, including those related to governance.

In particular, the Committees enhance the objectivity and independence of the Board’s judgment, insulating it from undue influence of management and major shareholders. In 2022, the Bank had eight Board-level committees. The chairmen and members of the different committees were elected by the Board during the Organizational Board Meeting on April 28, 2022 after the ASM. Any subsequent changes in membership of the respective committees are made upon approval by the Board. (Recommendations 3.1- 3.6 of the SEC CG Code for PLCs). Typically, standing committees have the following responsibilities:

• Recommend action on matters where the Board has reserved authority to itself as outlined in the By-Laws, Manual on Corporate Governance and the relevant, rules, regulations and laws provided under the Corporation Code and prescribed by the SEC and BSP;
• Provide governance oversight on topics within the respective committees’ purview;
• Review and make recommendations on relevant new and existing Board policies;
• Receive reports on policy-related issues affecting the various bank divisions, departments and units;
• Receive information items (e.g., status reports on current issues of concern);
• Review other items placed on the Committee's agenda by the Chairman in consultation with the President and CEO and the Vice Chairman.

Committee chairs and vice chairs provide leadership to their respective committees and guide members in translating the Board’s goals for the committee into meeting agendas and work plans for the year. They work with the corporate secretary, management and committee secretariats to prepare the agendas, discussion materials and reports, and schedules of meetings set at the beginning of the year, for guidance of the members. Committee Chairs preside over the meetings of their respective committees, ensuring the orderly, open, and timely conduct of committee business. Committee meetings are recorded and written minutes by the corporate secretary. The work, accomplishments and minutes of the meetings of the committees are regularly reported to the full Board. Policies approved at committee level are confirmed by the Executive Committee or the full Board.

As part of the annual Board effectiveness review, committees conducted self-assessment exercises for 2021 in early 2022. The review found all committees to have performed their respective duties and responsibilities effectively. There were no material issues with respect to committee memberships, governance and operations.

Attendance of the members of our Board in their respective committee meetings in 2021 are shown below: