Manual on Corporate Governance

Our Corporate Governance Manual documents the framework of policies, rules, systems and processes in the corporation that governs the performance by the board of directors and management of their respective duties and responsibilities to stockholders and other stakeholders which include, among others, customers, employees, suppliers, financiers, government and the community in which it operates. Our board of directors commit themselves to the principles and practices contained in the manual that are designed to ensure the independence of the board and its ability to effectively supervise management's operation of the bank and guide them in pursuit of corporate goals. The board also undertakes every effort necessary to create the requisite awareness of these principles and practices within the organization in order to ensure proper internalization by every member of the organization including directors, officers and employees.

BPI's Manual on Corporate Governance is consistent with Bangko Sentral ng Pilipinas (BSP) Circular Nos. 969 "Enhanced Corporate Governance Guidelines for BSP Supervised Financial Institutions", 749 and 757, Circular No. 793 "Amendment to Align the Familial Restrictions Applicable to 'Independent Director' with the Existing Provision of the Securities Regulation Code (SRC)", BSP Memorandum No. 2013-002 "Guidelines in Assessing the Quality of Corporate Governance in BSP-Supervised Financial Institutions", Securities and Exchange Commission (SEC) Memorandum Circular No. 19, s2016, "Code of Corporate Governance for Publicly-Listed Companies", applicable provisions in the BSP Manual of Regulations for Banks (MORB), Revised Disclosure and Listing Rules of the Philippine Stock Exchange (PSE), regulatory issuances of the Philippine Deposit Insurance Corporation (PDIC) and other relevant references.

The Corporate Governance Manual also supplements and complements BPI’s Articles of incorporation and By-Laws by setting forth the underlying principles of good and transparent governance. In the same manner, the Manual also seeks to bridge any gaps present under the existing corporate governance framework. The manual is not intended to replace existing mechanisms used by the board and senior management to monitor and act on requirements set down in the laws, rules and regulations governing bank operations. Rather, the manual is better regarded as a tool to facilitate improved understanding of corporate governance as a strategic advantage of the bank. The Corporate Governance Manual and the rules and policies stated therein are also not static; the Manual is a “living document” that is reviewed annually in the context of changing regulations and emerging best practices towards enhancing the bank’s governance.

The Manual on Corporate Governance was reviewed, updated and revised as of January 2024 and was, likewise, approved and adopted, in its entirety, by the Board of Directors.

A certification on the Bank’s full compliance with the BPI Manual on Corporate Governance, containing relevant provisions of the SEC Code of Corporate Governance for PLCs, signed and issued by the Bank’s President & CEO and Chief Compliance Officer can be downloaded in the link below.