Nomination and election

Nomination
In accordance with the Bank's By-Laws, Manual on Corporate Governance, Board Diversity Policy, rules provided for by the regulators (SEC, BSP and PSE) as well as the Corporation Code, all written nominations for directors are submitted to the Nominations Committee not later than the date prescribed by law, rules and regulations or at such earlier or later date as the Board of Directors may fix before the date of the next annual meeting of the stockholders. All recommendations shall be signed by the nominating stockholders together with the written acceptance and conformity of the would-be nominees.

Our shareholders may recommend candidates for Board membership for consideration by the Nominations Committee. Such recommendations should be sent to the Committee, care of the Office of the Corporate Secretary. Candidates recommended by shareholders are evaluated in the same manner as director candidates identified by any other means. The Committee itself may likewise identify and recommend qualified individuals for nomination and election to the board. For this purpose, the Committee may make use of professional search firms or other external sources of candidates to search for qualified candidates to the board.

The Nominations Committee pre-screens the qualifications and prepares a final list of all candidates prior to the annual stockholders’ meeting. Only nominees whose names appear on the final list of candidates shall be eligible for election as director. No other nominations shall be entertained after the final list of candidates shall have been prepared. No further nominations shall be entertained or allowed on the floor during the actual annual stockholders’ meeting.

Election
​​​​​​​Board members are elected by BPI stockholders who are entitled to one vote per share at the bank's annual stockholders’ meeting. The nominees receiving the highest number of votes are declared elected and hold office for one (1) year until their successors are elected and qualified in accordance with the By-Laws at the next annual stockholders’ meeting.

No meeting of stockholders shall be competent to transact business unless a majority of the outstanding and subscribed capital stock entitled to vote is represented, except to adjourn from day to day or until such time as may be deemed proper.

One Share, One Vote Rule

The Bank’s Amended By-Laws state that elections for the Board will be held yearly during the ASM. Voting for the election of members of the Board is considered on a poll, by shares of stock, that is, one share entitles the holder to one vote. Under this rule, any minority shareholder can nominate individuals and has the power to cumulate voting rights. The right to cumulative voting is a statutory right granted by the Corporation Code of the Philippines. The Bank also has no current practice that awards disproportionate voting rights to select shareholders. The fifteen nominees receiving the highest number of votes are declared elected.

Electronic Voting in Absentia

BPI shareholders are provided with the option to vote in absentia in the annual stockholders’ meetings. Whether made in person or in absentia, the votes carry equal effect. This also allows shareholders who are unable to attend the annual stockholders’ meetings the opportunity to effectively participate and votes in absentia through an online electronic system, as also provided for in the Revised Corporation Code.

Stockholders may participate by remote communication or vote in absentia subject to validation procedures. Stockholders intending to participate by remote communication should notify the Company by email on or before the set deadline. The procedures for participating in the meeting through remote communication and for casting of votes in absentia are set forth in the Information Statement.

Stockholders as of record date who wish to vote at the annual stockholders’ meeting have the option of electronic voting in absentia on the matters in the Agenda after complete registration and successful validation in the Voting in Absentia and Shareholder (VIASH) system. To access the VIASH system, Stockholders are required to provide their active, primary electronic mail (e-mail) addresses to the Company by informing (a) BPI, (b) their brokerage firm, or (c) stock transfer office handling stockholders of BPI. Stockholders with e-mail addresses on record with BPI shall be sent an e-mail with a link to the VIASH System. To register in the VIASH System, Stockholders shall simply follow the instructions sent in the e-mail. Stockholders may also visit the BPI website at www.bpi.com.ph for information and instructions. Stockholders may also visit the designated online web address to create an account and register in the VIASH System. Online registrations will be submitted to BPI for validation. Beyond the deadline for registration, a Stockholder may no longer avail of the option to vote in absentia.

Online Voting Procedure

Stockholders shall log in into the VIASH system to access the electronic absentee ballot.

1. All agenda items indicated in the Notice of the Annual Stockholders’ Meeting will be set out in the electronic absentee ballot and the registered Stockholder may vote as follows:

• For each item, a registered Stockholder has the option to vote “For”, “Against”, or “Abstain” (click correspondingly on “For”, “Against”, or “Abstain”). The vote is considered cast for all the registered Stockholder’s shares.

2. Once the registered Stockholder has finished voting on the Agenda items, he/she can proceed to submit his/her electronic ballot by clicking the “Submit” button.

3. The VIASH system will prompt the Stockholder to confirm submission of his/her ballot. Votes cast in absentia will have equal effect as votes cast by proxy.

4. The registered Stockholder will then be redirected to an online webpage containing a summary of the votes cast. After the electronic ballot has been submitted, the registered Stockholder may no longer change their votes except by submitting a duly accomplished proxy form within the set deadline.

5. This completes the steps for electronic voting in absentia on the VIASH System. The Stockholder may then exit and close the system by clicking the “Log out” button.  

The Office of the Corporate Secretary will count and tabulate the votes cast in absentia together with the votes cast by proxy. An independent third party will validate the voting results. The Corporate Secretary shall report the results of voting during the Meeting.