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BPI CORPORATE GOVERNANCE MANUAL
(Revised February 2019)
BPI Corporate Governance Manual… Page 1 of 99
Property of the BANK OF THE PHILIPPINE ISLANDS
This document and the information herein is proprietary and for internal use of the Bank of the Philippine Islands. No part of this document should be
reproduced, published, transmitted or distributed in any form or by any means, electronic, mechanical, photocopying, document conversion, recording or
otherwise, or stated in any information storage or retrieval system of any nature nor should the materials be disclosed in any manner to third parties
without prior express written authorization of the Bank of the Philippine Islands, Compliance Office.
TABLE OF CONTENTS
I. CORPORATE GOVERNANCE PHILOSOPHY 5
II. GOVERNANCE STRUCTURE 6
A. BOARD OF DIRECTORS 6
1. Mandate 6
2. Definition of Director 6
3. Size and Composition 7
4. Diversity 7
5. Independence 8
6. Nomination of Directors 9
Process 9
Criteria 11
Qualifications of Directors 11
Disqualifications of Directors 12
Independent Directors 19
7. Election of Directors 21
8. Powers of the Board of Directors 23
9. General Responsibility of the Board 23
10. Specific Duties and Responsibilities of the Board 23
11. Leadership 31
Chairman of the Board 31
Vice-Chairman 32
Lead Independent Director 32
12. Board Governance 33
Board Charter 33
Board Meetings, Attendance and Quorum requirements 33
Orientation and Continuing Education 34
Access to Information 35
External Advice/Other Independence Mechanisms 36
Performance Evaluation 36
B. DIRECTORS 37
1. Duties and Responsibilities of Directors 37
2. Policies on Directorships 39
3. Specific Policies for Independent Directors 41
4. Retirement Policy for Directors and Officers 42
5. Remuneration Policy for Directors and Officers 42
6. Liability of Directors 44
C. BOARD COMMITTEES 44
1. Executive Committee 45
2. Nominations Committee 45
3. Personnel & Compensation Committee 46
4. Audit Committee 49
5. Risk Management Committee 56
6. Corporate Governance Committee 58
7. Related Party Transactions Committee 60
BPI Corporate Governance Manual… Page 2 of 99
Property of the BANK OF THE PHILIPPINE ISLANDS
This document and the information herein is proprietary and for internal use of the Bank of the Philippine Islands. No part of this document should be
reproduced, published, transmitted or distributed in any form or by any means, electronic, mechanical, photocopying, document conversion, recording or
otherwise, or stated in any information storage or retrieval system of any nature nor should the materials be disclosed in any manner to third parties
without prior express written authorization of the Bank of the Philippine Islands, Compliance Office.
8. Pension/Retirement Committee 62
D. OPERATING MANAGEMENT 63
1. Nominations to Key Management Positions 63
2. Duties and Responsibilities of Officers 64
Executive Officers of the Bank 64
President and CEO 65
Chief Operating Officer 66
Treasurer 66
Corporate Secretary 67
Other Senior Officers of the Bank 68
Chief Finance Officer 68
Chief Risk Officer 69
Chief Audit Executive 70
Chief Compliance Officer 71
3. Qualifications of Officers 72
4. Disqualifications of Officers 72
5. Bio-data of Officers 73
6. List of Officers 74
III. CODE OF BUSINESS CONDUCT & ETHICS 74
A. Overview of the Employee’s Code of Conduct 74
B. Overview of the Director’s Code of Conduct 75
C. Related Policies under the Code 76
1. Conflict of Interest Standards 76
2. Related Party Transaction Policy 78
3. Insider Trading Policy 79
4. Whistleblower Policy 81
5. Anti-Bribery and Anti-Corruption Policy 83
D. Dissemination of the Code 83
E. Compliance with the Code 83
IV. COMPLIANCE SYSTEM AND INTERNAL CONTROL 84
A. Compliance Office 84
B. Internal Audit and Control 84
C. External Audit 85
V. RISK MANAGEMENT FUNCTION 86
A. Risk Management Office 86
B. Enterprise Risk Management 86
VI. COMMUNICATION AND INFORMATION 87
A. Management’s Responsibilities for Information 87
B. Investor Relations Program 88
C. Reports and Disclosures 89
D. Data Privacy and Protection 90
VII. STOCKHOLDERS’ RIGHTS AND PROTECTION OF MINORITY STOCKHOLDERS INTERESTS 91
A. Stockholders Rights 91
B. Duty of Directors to Promote Stockholders’ Rights 93
BPI Corporate Governance Manual… Page 3 of 99
Property of the BANK OF THE PHILIPPINE ISLANDS
This document and the information herein is proprietary and for internal use of the Bank of the Philippine Islands. No part of this document should be
reproduced, published, transmitted or distributed in any form or by any means, electronic, mechanical, photocopying, document conversion, recording or
otherwise, or stated in any information storage or retrieval system of any nature nor should the materials be disclosed in any manner to third parties
without prior express written authorization of the Bank of the Philippine Islands, Compliance Office.
C. Alternative Dispute Mechanism 93
VIII. STAKEHOLDER ENGAGEMENT 94
IX. SUSTAINABILITY 96
X. IMPLEMENTATION OF CORPORATE GOVERNANCE MANUAL 97
A. Adoption and Effectivity 97
B. Communication 97
C. Integrated Annual Corporate Governance Report 97
D. ASEAN Corporate Governance Scorecard 98
E. Penalties for Non-Compliance 98
BPI Corporate Governance Manual… Page 4 of 99
Property of the BANK OF THE PHILIPPINE ISLANDS
This document and the information herein is proprietary and for internal use of the Bank of the Philippine Islands. No part of this document should be
reproduced, published, transmitted or distributed in any form or by any means, electronic, mechanical, photocopying, document conversion, recording or
otherwise, or stated in any information storage or retrieval system of any nature nor should the materials be disclosed in any manner to third parties
without prior express written authorization of the Bank of the Philippine Islands, Compliance Office.
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