Under the guidance of the Corporate Governance Committee, the Board thoroughly reviews its performance, measured on the basis of what it delivers and how it delivers, how it meets its responsibilities to all BPI stakeholders, and how it addresses issues that impact the Board’s ability to effectively fulfill its fiduciary duties.
Using a widely-advocated, standard evaluation method of self-assessment and feedback review, performance is assessed across four (4) levels: the Board as a body, Board Committees, Individual Directors, and President and CEO. Key evaluation criteria are built on the Board’s terms of reference and committee charters, and framed around broad leadership fundamentals and best practices.
The Corporate Governance Committee processes and tabulates the results of the self-assessments and communicates them to the Board. Areas for improvement are discussed by the Board, in order to agree on remedial actions. The Corporate Governance Committee may also develop recommendations and action plans for the Board, whenever necessary and desirable. The Board conducted its 2022 annual performance evaluation in early 2023. Directors assessed that the Board as well as its committees and individual directors had performed their duties and responsibilities effectively for the past year and that there were no material issues with respect to membership, governance, and operations. This also included an assessment of the President and CEO.
The Board performance evaluation and self-assessment has the following process and criteria:
Position | Process | Criteria |
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Board of Directors | The board of directors shall be given sufficient time to accomplish the self-assessments. | 1. Strategy Foresight 2. Board Structure and Committee Effectiveness 3. Board Meetings and Procedures 6. Performance Evaluation 7. Value Creation
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Board Committees
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| General and Specific factors relating to Committee role, membership, procedure and practice, structure, collaboration and style and effectiveness. Each committee’s assessment template is now based on their specific charter and manner of governance. Sample factors:
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Individual Director
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Each director is required to fill-up a Self-Assessment Form annually
| Evaluation criteria focuses on best practice benchmarking and specific director roles in the board and in committees: 1. Company Strategy, Developmental Role and Reputation 2. Board Engagement and Attendance 3. Performance and Governance Role In addition, the template includes separate question(s) for Executive Directors, Independent Directors and Committee Chairmen. |
CEO/President |
Each director fills up an evaluation form based on the relevant criteria. These are then submitted to the Chairman. The CEO/President's performance is also evaluated at least once a year by the Personnel and Compensation and Executive Committee | For the CEO assessment, question revolve around these criteria: 1. Leadership 2. Working with the Board |
Third-Party Board of Directors Assessment
BSP Circular 969 states that the annual self-assessment of the Board of Directors may be facilitated by the Corporate Governance Committee or external facilitators. The SEC Code of Corporate Governance for Publicly-Listed Companies, similarly states in Recommendation 6.1, that the conduct of the annual self-assessment of the Board of Directors is to be supported by an external facilitator every three years to improve objectivity of the assessment process. The external facilitator can be any independent third party such as, but not limited to, a consulting firm, academic institution, or professional organization.
In this respect, the first Third-Party Board of Directors Assessment for BPI was successfully concluded with Aon Hewitt Singapore Pte. Ltd.’s (now renamed as Aon Solutions Singapore Pte. Ltd.) in August 2020. The third-party assessment received the support of the full Board, which saw the participation of 15 out of 15 directors.
Apart from the insights gained from the third-party assessment, it is also worth noting that the exercise confirmed that the internal BPI board self-assessment follows the same construct as the evaluation conducted by an independent, foreign management consultant such as Aon. Results of the third-party assessment were presented in a report to the Board of Directors.