Our remuneration decisions for the Board and management reflect the proper risk incentives, are aligned and support the achievement of 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 has the responsibility for recommending to the Board of Directors the fees and other compensation for directors, guided by the objective of ensuring that compensation should fairly pay directors for 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 from the Bank, pursuant to a resolution of the Board of Directors, fees and other compensation for his services as director. The Board has the sole authority to determine the amount, form and structure of the fees and other compensation of the directors.

In no case shall the total yearly compensation of directors exceed one per cent (1%) of the net income before income tax of the Bank during the preceding year.

Board members receive per diems for each occasion of 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 paid to board members may be given as approved by stockholders during the annual stockholders meeting, upon recommendation of the Personnel & Compensation Committee. Other than the usual per diem arrangement for board and board committee meetings and the aforementioned compensation of directors, 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 the 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.

These principles of paying competitively and paying for performance applies equally to our Board and senior executives as it does to the rest of the Banks’ employees and staff. We are also committed to making adjustments to remuneration in face of the challenge of attracting, retaining and competitively rewarding key staff with the ability, experience, skills, values and behaviors to deliver Bank goals.