Policies on Directorships, Interlocking Positions

Policy on Directorships. BPI directors are bound by the Board of Director’s Code of Conduct to consider their individual circumstances and the nature, scale and complexity of the Bank’s activities in showing their full commitment. In this respect, the Board policy on directorships stated in the Manual on Corporate Governance currently does not set a limit on number of directorships with the exception of the regulatory limits for Non-Executive Directors in Publicly Listed Companies.

Directorships in Publicly-Listed Companies. The Bank applies the regulatory limit of five (5) on directorships of Non-Executive Directors in publicly-listed companies and within conglomerates. In applying this provision to directorships in entities within a conglomerate, each publicly-listed company where the Non-Executive Director concurrently serves as director shall be separately considered or assessed.

Application of these policies on directorships shall not impinge on or violate a shareholder’s ownership rights and legal right to vote and be voted upon as directors

BPI Policy on Directors and Officers Interlocking Positions. The BPI Policy on Directors and Officers Interlocking Positions: (1) adopts the rules as provided by BSP Circular No. 1129 for determining allowable and prohibited interlocking positions; (2) establishes internal guidelines, procedures and processes for proper management of directors’ and officers’ interlocking positions, and; (3) sets out the minimum requirements from the circular for monitoring, compliance and regulatory reporting of director and officer interlocking positions in the BPI Group.

Who should comply with the policy? Directors and Officers within the BPI Group are required to comply with the policy. Covered officer ranks are from VP and up, and is intended to primarily cover interlocking positions within the BPI Group.

Who should approve the interlocking positions? The Board of Directors or the appropriate authority designated in BPI shall approve the interlocking positions held by directors and officers. For directors, prior approval must be obtained from the Board of Directors or Nomination Committee. For officers, prior approval must be obtained from the Human Resources Management Group.

How should officers comply with the policy?
Covered officers must ensure that:

1. they have secured the appropriate approvals for all their interlocking positions as well as obtained proof of disclosure to and consent from the relevant entities;

2. they are compliant with the current ceiling of a maximum of ten (10) interlocking positions; and

3. they have disclosed all their interlocking positions in the BSP Biodata and said BSP Biodata is up to date. Bi-annual updating of the BSP Biodata is mandatory in June & December. Sanctions shall apply for non-compliance.

Please direct any queries about the Policy’s application and implementation to the Human Resources Management Group and/or the Corporate Governance Department.

The Policy on Directors and Officers Interlocking Positions may be read here.