Governance, Risk Management, and Compliance

Corporate Governance Statement

BPI Europe Plc (“BPI Europe”) is committed to achieving high standards of corporate governance. 

We seek to adhere to the UK Corporate Governance Code in a manner appropriate for our bank and its governance structure. We adhere to honesty, integrity, and professionalism in the conduct of our business, exercising prudence in arriving at decisions, enforcing internal discipline and a system of checks and balances in our operating processes, and providing transparency to our stakeholders regarding basic management policies and practices, major business strategies and decisions, and operating results.

While BPI Europe is a subsidiary of Bank of the Philippine Islands (BPI), our established corporate governance model ensures that our Board of Directors’ (Board) and Senior Management’s decision making remains independent and that their actions are in the best interests of our bank and its stakeholders. 

Board Mandate

Our Board is our highest governing authority and is founded upon the principles of good governance, accountability, and transparency. It is responsible for prescribing a sound and sustainable business model, setting out the bank’s strategy and an overarching risk management framework, and providing guidance and leadership to Management to see it through. It is also our Board’s responsibility to foster the long-term success of our bank, and to sustain its competitiveness and profitability in a manner consistent with our bank's corporate objectives and the best interests of our stakeholders.

Read the Board’s Terms of Reference.

Board Composition

Our Board’s composition is structured in a manner that ensures no individual or group dominates the decision-making process.

The Board consists of executive and non-executive directors with half of the Board, excluding the Chair, being independent non-executive directors. Our Chair leads the Board and is responsible for providing leadership to the Board and its overall effectiveness in directing the bank. The Chair also ensures the effective performance of the Board in setting and implementing the direction and strategy of the bank. 

A clear division of responsibilities exists between the roles of the Chair of the Board and the Managing Director, who is responsible for the general supervision and management over the business, affairs, property, and employees of the bank.

Appointments to the Board are subject to a formal process and follow a transparent procedure. An effective succession plan also exists for the Board. Both appointments and succession plans are based on merit against an objective set of criteria and, within this context, promote diversity of gender, social, and ethnic backgrounds, and cognitive and personal strengths. We are committed to ensuring that our Board continues to comprise the appropriate skills, knowledge, experience, and diversity required to fulfill its role and responsibilities. 

A performance evaluation process is also in place and involves Board members undertaking a constructive review of their own performance, identifying strengths and weaknesses, and implementing plans for further professional development. Providing feedback on Board performance and governance processes is the most crucial element of this process and is how the Board achieves consensus on targeted improvements. This process includes self-assessments undertaken annually and focusing on each individual director’s performance as well as the collective performance of the Board and its Committees. These assessments are built around the Terms of Reference for the Board and its Committees. Key evaluation areas of these assessments include the Board’s function, strategy, structure, effectiveness, relationship with management, training, succession planning, and performances of the Chairperson, peer Directors, and the Managing Director.

Board Committees

Our Board holds ultimate responsibility for prescribing a sound and sustainable business model as well as setting out the bank’s strategy and overarching risk management frameworks. 

The Board has established committees to assist in exercising its authority in monitoring the performance of the bank. It delegates certain aspects of its powers, duties, and decision-making responsibilities to its Audit and Risk Committee and Credit Committee. Each Board-level Committee operates under clear authorities as documented in their respective Terms of Reference documents.

Credit Committee

The Credit Committee is primarily responsible for the providing oversight on all credit-related matters of the bank and approves the granting of credit lines to both individual and institutional names.

Read The Committee’s Terms of Reference.

Audit & Risk Committee

The Audit & Risk Committee is primarily responsible for providing oversight on the bank’s risk management and compliance frameworks; assessing the adequacy and effectiveness of the bank’s internal controls, including the financial reporting process; and monitoring results of internal, statutory external, and regulatory audit examinations.

Read The Committee’s Terms of Reference.

Other functions commonly associated with other committees such as a Nominations Committee and a Remuneration Committee are currently being performed by the Board.

1 (C) – Board/Committee Chair

* As of March 2024 publication

Our bank pursues best practices in risk management and has an established enterprise-wide risk management framework that enables the identification, measurement, control, monitoring, and reporting of its significant financial and non-financial risk exposures as well as ensures adequate capital and liquidity. The framework covers traditional risks such as market, liquidity, interest rate, credit, and operational risks as well as emerging risks such as environmental and social risks.

We practice risk management following a top-down approach with risk appetite setting and overall risk strategy emanating from the Board. The Board fulfills its risk management function through its Audit & Risk Committee. Management of risks is carried out through clearly delineated functions to ensure effective risk management governance and control processes. This is evident in the bank’s Three Lines of Defense (3LoD) model wherein risk management responsibilities are defined for each unit owning and managing the risk (1st line), overseeing the risk-taking activities (2nd line), and providing independent assurance on the quality and effectiveness of risk management and internal controls (3rd line). 

Our risk management framework is reviewed periodically to ensure continued effectiveness and adherence to the latest risk management regulations and best practices.

Our bank subscribes to the highest levels of integrity and ethical conduct in our business affairs, all within the framework of statutory laws, rules, and regulations issued by the different regulatory bodies governing our organization.

We are authorized by the Prudential Regulation Authority (PRA) and regulated by the Financial Conduct Authority (FCA) and the PRA. We are a foreign subsidiary of our parent bank, Bank of the Philippine Isalnds, who is regulated by the Bangko Sentral ng Pilipinas (BSP). 

Our compliance to regulatory obligations starts at the top with our Board and is expected of all employees as also reflected in the 3LoD model. A dedicated Compliance function develops and manages the bank’s regulatory compliance framework to ensure the bank’s business activities meet regulatory expectations. Our regulatory compliance framework is reviewed periodically to ensure continued effectiveness and adherence to the latest regulations and best practices.

Anti-Bribery and Corruption

Our bank promotes an ethical business culture with the highest level of integrity and one that does not tolerate the use of bribery in any aspect of our business operations. We have established policies and procedures that are designed to comply with the expectations of applicable anti-bribery legislation in the markets and jurisdictions in which we operate such as the UK's Bribery Act 2010 and the Financial Crime section of the FCA Handbook. 

We expect our directors, employees, third party service providers, and business partners/suppliers to behave ethically at all times in carrying out their respective functions or when performing any form of service on our bank’s behalf.

Conflict of Interest

Our bank engages in a variety of activities in the delivery of our products and services. Due to the nature of these activities, situations where the bank’s interests conflict with those of other stakeholders’ may arise from time to time. In these circumstances, we take all appropriate steps to prevent or appropriately manage such conflicts while ensuring our customers are treated fairly.

Insider Trading

Our bank is committed to maintaining the integrity of financial markets and protecting the general public from market abuse, which includes insider dealing and market manipulation. We have established safeguards to prevent and detect these offences, including a whistleblowing framework wherein such violations can be formally reported.

Fair Dealing – Related Party Transactions

Our bank endeavors to ensure that all our transactions, particularly those entered into with our related parties, are legal, ethical, and do not compromise our stakeholders’ value.

We have established policies, procedures, and controls that ensure related party transactions are dealt at an arm’s length basis (i.e., a transaction between two related parties is performed as if these parties were unrelated so as to avoid any conflict of interest).

Whistleblowing

Our bank fosters an environment where our people feel safe to raise reportable concerns and where these concerns are taken seriously. 

We have formal channels where our employees can raise a concern, the first of which is through their direct manager, who can immediately act on the concern raised or escalate the matter to the appropriate unit.

In cases where our employees are not comfortable raising a concern through their manager, they also have the option to communicate the concern directly to other members of Senior Management, particularly the Head of Human Resources and the Managing Director. 

When an employee prefers to retain his/her anonymity, he/she may also report the concern to an electronic mailbox dedicated to receive whistleblowing reports. Sole access to this mailbox is restricted to the bank’s Whistleblowing Champion.

We ensure all concerns raised are handled with utmost confidentiality and investigated independently, and that whistleblowers are not subject to any form of retaliation. 

Our bank acknowledges that one of the key risks we face is that of those looking to exploit the organization to commit or facilitate crimes related to money laundering (ML), terrorist financing (TF), and proliferation financing (PF). We have zero tolerance for such crimes and do not wish to be used as a conduit for criminals, terrorists, or sanctioned individuals or organizations to launder proceeds of crime.

We have an established anti-money laundering (AML) program to combat the bank and its products and services from being used for money laundering purposes and to ensure compliance with applicable laws and regulations on financial crime prevention.

Key controls that we have in place to combat AML and financial crime risks include:

• Designation of a dedicated Money Laundering Reporting Officer (MLRO) who is primarily responsible for overseeing our bank’s AML program;
• Mandatory AML training and timely internal communications for all of our Staff to raise awareness and education;
• Written policies and procedures designed to facilitate ongoing compliance with applicable AML laws and regulations;
• Know your customer (KYC) process designed to identify and verify customers. This involves Customer Due Diligence (CDD) measures establishing ultimate beneficial ownership, source of wealth and funds, and the nature and intended purpose of a business relationship;
• AML risk assessment of each customer considering factors such as the customer profile, geographical location, products and services availed, and delivery channel used;
• Ongoing monitoring of our customers through various measures such as continuing Politically Exposed Person (PEP)/Sanctions screening, transaction monitoring, and periodic reviews;
• Records keeping of all relevant identification and transactional records, which are maintained in line with our internal guidelines on records retention;
• Regular reporting to Senior Management and the Board on our bank’s current AML risk profile, including key matters such as policy deviations and breaches of internal controls;
• Reporting of suspicious activities to the UK’s National Crime Agency (NCA);
• Compliance testing and independent audit to assess compliance with our bank’s AML program and applicable laws and regulations.

Our AML program is subject to periodic reviews to ensure that it remains robust and complies with the requirements of the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, the Financial Action Task Force (FATF) Recommendations, and Proceeds of Crime Act 2002, as well as relevant international best practices.

Our bank has established internal controls to manage and control a particular risk or business activity, or a combination of risks and activities, that threaten the bank and its business operations. An independent audit function supports our Audit & Risk Committee in fulfilling its oversight responsibilities over these business activities and controls by providing an independent and objective assessment.

The Internal Audit function also undergoes an external quality assessment review (EQAR) to confirm that audit activities conform to the International Standards for the Professional Practice of Internal Auditing and Code of Ethics.