Nominations Committee

Committee roles and responsibilities

The Nominations Committee ensures that the Board of Directors is made up of individuals of proven integrity and competence, and that each possesses the ability and resolve to effectively oversee the bank in their capacity as Director and member in their respective board committees. This committee also reviews and evaluates the qualifications of all persons nominated the Board.

Board Diversity Policy

We have a Board Diversity Policy which sets out the approach of the bank to realize diversity on its Board of Directors on an on-going basis. We recognize and embrace the benefits of having a diverse board, and see increasing diversity at board level as an essential element in maintaining sound corporate governance, realize sustainable and balanced development and achieve strategic objectives. The Nomination Committee ensures board diversity, considered from varied aspects when designing the board’s composition including but not limited to gender, age, cultural and educational background, geographical location, professional experience, skills, knowledge, and length of service of directors, and other regulatory requirements. The board likewise strives to ensure that there is independence and appropriate representation of women in the Board.

Measurable Diversity Objectives or Targets
Best practice under the SEC Code of Corporate Governance for Publicly-Listed Companies recommends the establishment of measurable objectives or targets for achieving board diversity. In this respect, the following are the Board’s diversity goals, considered as rolling targets over a 5-year period, that, together with the Board Skills and Expertise Matrix, are reviewed annually and updated as needed:

1. Number of Female Directors on the Board: At least 2
2. Target Number of Independent Directors on the Board: At least 5
3. At least 1 director with knowledge of IT systems and technology governance in the financial services industry
4. At least 1 director with marketing and customer management expertise

Progress towards the diversity goals are also made through one or more of the following activities:

• Increasing the number of female candidates to be considered for the shortlist of nominees for the election of the board of directors at the annual stockholders’ meeting.
• Conduct of a regular review of list of retired bank employees for consideration of directorship positions within parent, subsidiaries and affiliates.
• Close coordination within Ayala Group of Companies for information on and shortlisting of independent candidates.
• Liaison and relationship development with regulators for information on possible candidates for directorship.
• Use of professional search firms/industry databases and associations to shortlist candidates.

Click here to read the bank's Board Diversity Policy in full.

Committee Composition (Term 2022 - 2023)

During 2021, the committee members attended meetings as set out in the following table:

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

Committee Performance

As part of the annual Board effectiveness review, a separate exercise was conducted to assess the Committee’s 2021 performance. The survey found the Committee to have performed its duties and responsibilities effectively.

Committee Charter

Click here to read the Nominations Committee charter.