Board Governance, Meetings, Quorum, and Attendance

Governance

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

Items placed on the board agenda are those with the most fundamental importance and broad policy implications for the bank. Directors are free to suggest items for inclusion, and to raise at any board meeting subjects not on the agenda. 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. In his absence, the vice chair presides. 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 are open, and independent views are given due consideration. Board materials are made available to directors at least five (5) business days in advance of the scheduled meeting.

Quorum

Two-thirds (2/3) of the members of the Board of Directors shall constitute a quorum at any meeting for the transaction of corporate business, and every decision of a majority of the quorum duly assembled as a board shall be valid as a corporate act, unless otherwise provided in the By-laws, and except for the election of officers, which shall require the majority of all directors.

Meetings

Our board meets as often as needed. Currently, regular board meetings are convened in accordance with a monthly cycle, and special meetings may be called 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 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.

When a director is unable to attend even through videoconferencing, the said director provides input to the chairman so that his or her views can be known and considered. Since onset of the pandemic in 2020, the Bank has adopted virtual meeting platforms and invested in the necessary equipment and software, training the directors and establishing 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 virtual meetings. 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 virtual meetings are able to hear, participate and communicate ‘live’ in the discussions and decisions made.