Our remuneration decisions for the Board and management reflect proper risk incentives, are aligned with and support sustainable, long-term value creation. Apart from ensuring that board and management pay appropriately reflects industry conditions and is linked to financial performance delivered, we also rebalance returns back towards shareholders through our robust Dividend Policy.

Our Personnel and Compensation Committee recommends to the Board of Directors the fees and other compensation for directors, guided by the need to fairly compensate directors for the work required in a company of the Bank’s size and scope. As provided by our By-Laws, as well, each director is entitled to receive fees and other compensation for services as director, pursuant to a resolution of the Board of Directors. The Board has sole authority to determine the amount, form and structure of the fees and other compensation.

In no case shall directors' total yearly compensation exceed 1% of the Bank's net income before income tax during the preceding year.

Board members receive per diems for each attendance at meetings of the board or of a board committee, with such amount set and approved by the Board from year to year. Bonuses may be paid to board members as approved by stockholders during the annual stockholders meeting, upon recommendation of the Personnel & Compensation Committee. Other than the aforementioned, there is no standard arrangement with regards to compensation of directors, directly or indirectly for any other services provided by the directors for the last completed fiscal year.

Board members within the BPI Group with executive responsibilities are compensated as full-time officers of the company, not as non-executive directors.

In 2021, the Board of Directors, as a whole, received a total of Php 81 million as fees and other compensation for services rendered by them to the Bank during the year. The total compensation for each director for 2021 is disclosed in Annex A-3(b) of the 2022 Definitive Information Statement.

The principles of paying competitively and paying for performance apply equally to our Board and senior executives as they do to the rest of the Banks’ employees and staff. We are also committed to making adjustments to remuneration amid the challenge of attracting, retaining and competitively rewarding key staff with the ability, experience, skills, values and behaviors to deliver Bank goals.