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.
Conflict of Interest Standards
Employees, officers, and directors are expected to act in accordance with the highest standards of personal and professional integrity, particularly in matters of ethics and governance. That integrity and reputation must never be compromised even for purported benefit of the Bank, and most especially for individual, personal benefit. As a financial services provider, the Bank also has a fiduciary responsibility to its clients. The Bank must not favor one client over another and must protect its clients at all times.
This is comprehensively detailed in the Bank’s standards of Conflict-of-Interest, which mandates that at all times; employees, officers, and directors must elevate the interest of the Bank above that of their personal interests. Employees, officers, and directors are prohibited from using their position of authority or rank in the Bank to directly or indirectly derive personal gain, profit or advantage. Employees, officers, and directors of the Bank should best avoid conflict-of-interest situations, both in appearance and fact and take the necessary measures to prevent conflicts of interest.
Anti-Bribery and Anti-Corruption Policy
The Bank also puts the highest premium on sound, responsible and effective corporate governance and does not tolerate bribery, corruption or improper acts of any kind in all business dealings. Bribery or corruption does not only involve monetary consideration. Bribery or corruption may also involve favors or other material gain such as employment, etc. As such, it has enabled and equipped the Bank’s director’s officers and employees, with the requisite policies, programs and guidance through its Anti-Bribery and Anti-Corruption Policy (ABC Policy), Code of Business Conduct and Ethics for employees and Director’s Code of Conduct to combat risks in corruption and bribery.
Under the ABC Policy, we expect our directors, officers, employees, and business partners to comply with all anti-bribery and anti-corruption laws. All directors, officers, and employees shall not offer, promise, give or authorize others to give anything of value, either directly or indirectly, to any client, person or entity for the purpose of corruptly influencing the recipient, secure an advantage, avoid a disadvantage or obtain or retain business. Offering or paying such remuneration either directly or through any intermediaries such as agents, attorneys or other consultants is also considered corruption and bribery and is also strictly prohibited.
Guidance on the Bank’s anti-corruption and anti-bribery program is supplemented by its Standards on Conflict of Interest under Request or Acceptance of Fees, Commissions, Gifts and Fraudulent Activity.
An abbreviated version of the Bank’s Anti-Bribery and Anti-Corruption Policy may be viewed here.
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?
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.
| BPI is regulated by the Bangko Sentral ng Pilipinas