-

Board Governance, Meetings, Quorum and Attendance

Governance. Our board exercises its authority consistent with its By-Laws, the bank’s Corporate Governance Manual, and the relevant, rules, regulations and laws provided under the Corporation Code and prescribed by the SEC and BSP. These provide the basic framework for the conduct of the business of the board. The board conducts business through meetings of the board and its committees.



Items placed on the board agenda are those that have the most fundamental importance and broad policy implications for the bank. Directors are free to suggest items for inclusion in the agenda, and are free to raise at any board meeting subjects that are not on the agenda for that meeting. At the chairman’s discretion, any agenda items may also be referred for discussion in the respective committees.



The chairman presides over meetings of the board. The vice chair presides in the absence of the chair. Board and committee meetings are conducted consistent with the bank’s By-Laws and Robert’s Rules of Order. The Corporate Secretary rules on all disputed questions of procedure. Discussions during the board meetings are open and independent views are given due consideration. Board materials are made available to the directors at least five (5) business days in advance of the scheduled meeting.



Quorum. In a meeting held on November 20, 2019, the Board of Directors approved Management's recommendations to amend the Bank's By-Laws and to raise the minimum quorum at any meeting for the transaction of corporate business from majority, previously, to two-thirds (2/3) of the members of the Board of Directors. The Board's approval to amend the By-Laws will be submitted to the stockholders for ratification in the 2020 annual stockholders' meeting. The amendments to the By-Laws are in line with the regulatory requirements under the Manual of Regulations for Banks, the Revised Corporation Code and the best-practice recommendations under the ASEAN Corporate Governance Scorecard.



Meetings. Our board meets as often as is necessary for the effective discharge of its obligations. Currently, regular board meetings are convened in accordance with a monthly cycle, and special meetings may be called for as needed.  Board of Director’s meetings are scheduled at the beginning of the year, immediately after the annual stockholders meeting, to cover the full term of the newly elected or re-elected members of the Board, reckoned from the date of the current year’s annual stockholders’ meeting to that of the following year.



Monthly Board of Directors meetings are usually set on the third Wednesday of the month unless reset to another date due to holidays. The independent and non-executive directors of the bank also meet at least once a year without the presence of any executive director and/or management.



Attendance. Because the role of a bank director is a demanding one, our directors make significant time commitments, not only preparing for and attending Board and Board Committee meetings, but also committing time to initial induction, continuing education and training and engagement with both the executive team and stakeholders as needed.


During 2021, the Board reported attendance in its respective meetings as shown in the table below. In instances when a Director is unable to attend meetings even through teleconferencing due to prior commitments or unavoidable events, the said Director provides input to the chairman so that his views can be known and considered. Since the onset of the COVID-19 pandemic in 2020, the Bank has adopted virtual meeting platforms and invested in the necessary equipment, video and web conferencing software, including provision of training for Directors and establishment of virtual meeting protocols for both the Board and Management. These alternative means of communication for Board and board committee meetings follow BSP and SEC guidance on the conduct of meetings held remotely by electronic means. Likewise, rules and procedures relating to presence of a quorum, notices, agenda setting, voting, conflicts of interest, when meetings can be called and held, etc., continue to follow rules and procedures for meetings held in person. All directors in attendance at the meetings held remotely by electronic means are able to hear, participate and communicate ‘live’ in the discussions and decisions made at the meetings. Average attendance at the Board's 15 meetings in 2021 was 99%.

Name

Position

No. of Meetings

Attended in 2021

In Percentage (%)

1. Jaime Augusto Zobel de Ayala

Chairman

15/15

100%

2. Fernando Zobel de Ayala

Vice-Chairman

14/15

93%

3. Jose Teodoro K. Limcaoco

Member/President & CEO

14/14

100%

4. Janet Guat Har Ang1

Independent Director

9/9

100%

5. Rene G. Bañez2

Member

7/7

100%

6. Romeo L. Bernardo

Member

15/15

100%

7. Ignacio R. Bunye

Independent Director

15/15

100%

8. Cezar P. Consing

Member

15/15

100%

9. Octavio Victor R. Espiritu

Member

14/15

93%

10. Rebecca G. Fernando3

Member

8/8

100%

11. Aurelio R. Montinola III

Member

15/15

100%

12. Mercedita S. Nolledo4

Member

6/6

100%

13. Antonio Jose U. Periquet5

Member

14/14

100%

14. Cesar V. Purisima6

Independent Director

14/14

100%

15. Eli M. Remolona. Jr.

Independent Director

15/15

100%

16. Ramon R. Del Rosario, Jr

Member

14/15

93%

17. Maria Dolores B. Yuvienco

Independent Director

15/15

100%

1 Board member effective May 19, 2021

2 Board member effective Aug. 18, 2021

3 Resigned as a Board member effective Aug. 17, 2021

4 Resigned as a Board member effective May 18, 2021

5 Resigned as a Board member effective Dec. 16, 2021

6 Board member effective Jan. 20, 2021