-

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:


Executive Committee

Office

Name

Date of Appointment

Attendance / Meetings

%

Years served on Committee

Chairman

Jaime Augusto Zobel de Ayala

Apr. 06, 2006

29/35

83%

15.7

Vice-Chairman

Fernando Zobel de Ayala

Apr. 06, 2006

31/35

89%

15.7

Member

Jose Teodoro K. Limcaoco

Apr. 25, 2019

35/35

100%

2.7

Member

Rene G. Bañez

Aug. 18, 2021

14/14

100%

0.5

Member

Cezar P. Consing

Apr. 18, 2013

35/35

100%

8.7

Member

Aurelio R. Montinola III

Mar. 25, 2004

31/35

89%

17.5

Member

Antonio Jose U. Periquet1

Apr. 18, 2013

35/35

100%

8.7

Member

Rebecca G. Fernando2

Mar. 31, 2009

20/21

95%

12.0

1Committee member until Dec. 15, 2021
2Committee member until Aug. 17, 2021


Audit Committee

Office

Name

Date of Appointment

Attendance / Meetings

%

Years served on Committee

Chairman (ID)

Maria Dolores B. Yuvienco

April 10, 2014

17/172

100%

7.7

Member

Octavio Victor R. Espiritu

Apr. 15, 2010

15/172

88%

11.7

Member (ID)

Cesar V. Purisima

Apr. 22, 2021

10/102

100%

1.7

Member

Romeo L. Bernardo1

Oct. 21, 2020

7/7

100%

0.5

1Committee member until Apr. 21, 2021
2Includes BPI Joint AuditCom & RMCom Meeting


Corporate Governance Committee

Office

Name

Date of Appointment

Attendance / Meetings

%

Years served on Committee

Chairman (ID)

Cesar V. Purisima1

Apr. 22, 2021

3/3

100%

0.7

Member (ID)

Ignacio R. Bunye

April 14, 2016

4/4

100%

5.7

Member

Ramon R. Del Rosario, Jr.

Apr. 22, 2021

3/3

100%

0.5

Member (ID)

Maria Dolores B. Yuvienco2

April 10, 2014

1/1

100%

7.0

Member

Mercedita S. Nolledo3

Apr. 06, 2006

1/1

100%

15.0

1Committee chairman and member until Apr. 27, 2022
2Committee member until Apr. 21, 2021
3Committee member until May 18, 2021


Nominations Committee

Office

Name

Date of Appointment

Attendance / Meetings

%

Years served on Committee

Chairman (ID)

Cesar V. Purisima

Apr. 22, 2021

2/2

100%

0.7

Member

Jaime Augusto Zobel de Ayala

April 03, 2003

4/4

100%

18.7

Member

Fernando Zobel de Ayala

Apr. 10, 2014

4/4

100%

7.7

Member

Antonio Jose U. Periquet1

Apr. 23, 2020

4/4

100%

1.7

Member

Ramon R. Del Rosario, Jr.2

Apr. 23, 2020

2/2

100%

1.0

1Committee member until Dec. 15, 2021
2Committee member until Apr. 21, 2021


Risk Management Committee

Office

Name

Date of Appointment

Attendance / Meetings

%

Years served on Committee

Chairman (ID)

Eli M. Remolona, Jr.

Apr. 25, 2019

14/142

100%

2.7

Member (ID)

Janet Guat Har Ang

May 19, 2021

9/92

100%

0.7

Member

Cezar P. Consing

Apr. 22, 2021

9/92

100%

0.7

Member

Octavio Victor R. Espiritu

May 15, 2000

12/13

92%

21.7

Member (ID)

Cesar V. Purisima

Apr. 22, 2021

8/8

100%

0.7

Member

Aurelio R. Montinola III1

Apr. 07, 2005

4/5

80%

16.7

1Committee member until Apr. 21, 2021
2Includes BPI Joint AuditCom and RMCOm Meeting


Personnel and Compensation Committee

Office

Name

Date of Appointment

Attendance / Meetings

%

Years served on Committee

Chairman

Fernando Zobel de Ayala

Apr. 03, 2008

12/12

100%

13.7

Member (ID)

Ignacio R. Bunye

Apr. 23, 2020

12/12

100%

1.7

Member

Aurelio R. Montinola III

Apr. 18, 2013

11/12

92%

8.7

Member

Antonio Jose U. Periquet1

Apr. 25, 2019

12/12

100%

2.0

Member (ID)

Maria Dolores B. Yuvienco

Apr. 23, 2020

12/12

100%

1.7

1Committee member until Dec. 15, 2021


Related Party Transactions Commiittee

Office

Name

Date of Appointment

Attendance / Meetings

%

Years served on Committee

Chairman (ID)

Ignacio R. Bunye

Apr. 20, 2017

12/12

100%

4.7

Member

Rene G. Bañez1

Aug. 18, 2021

4/4

100%

0.5

Member (ID)

Maria Dolores B. Yuvienco

Apr. 25, 2019

12/12

100%

2.7

Member

Rebecca G. Fernando2

Apr. 10, 2014

7/8

88%

7.0

Non-Voting Member

Rosemarie B. Cruz,

(Chief Audit Executive)





Non-Voting Member

Noravir A. Gealogo,

(Chief Compliance Officer)





1Committee member effective Aug. 18, 2021
2Committee member until Aug. 17, 2021


Retirement & Pension Committee

Office

Name

Date of Appointment

Attendance / Meetings

%

Years served on Committee

Chairman

Aurelio R. Montinola III

May 19, 2021

4/4

100%

0.7

Member

Rene G. Bañez

Aug. 18, 2021

3/3

100%

0.5

Member

Ramon R. Del Rosario, Jr.

Apr. 22, 2021

4/4

100%

0.7

Member

Rebecca G. Fernando1

Mar. 31, 2009

2/2

100%

12.0

Chairman

Mercedita S. Nolledo2

Apr. 06, 2006

1/1

100%

15.0

Member

Antonio Jose U. Periquet3

Apr. 25, 2019

1/1

100%

2.7

1Committee member until Apr. 17, 2021
2Committee member until May 18, 2021
3Committee member until Apr. 21, 2021


For the roles, responsibilities, Committee charters and additional information, please click on the links below: