Integrated Annual Corporate Governance Report

As key boardroom issues and policymakers’ and regulators’ focus continues to change, corporate governance practices must likewise remain in stride, if not, keep ahead of current needs. We understand that how our companies are governed plays a central role in the strength and health of our economy. At BPI, reporting on our governance activities allows us, together with our stakeholders, to reflect on our past while also looking ahead to our direction for the future.

Previously, listed companies were obliged to publish a yearly report on corporate governance under SEC Memo No. 5, Series of 2013, starting June 30, 2013 and every five (5) years thereafter. Called the Annual Corporate Governance Report (ACGR), it contains all the explanations required by the SEC, together with any other information considered expedient to give a complete picture of the company's governance structure, decision - making processes, directors' obligations and remuneration and, in general, any aspect that shareholders, investors and stakeholders consider important in respect of company management. The ACGR complements the company Annual Report and Sustainability Report, and, in turn, is also supplemented by the information published on the bank's web site.

Following the issuance of the SEC CG Blueprint in 2015 and the Code of Corporate Governance for Publicly-Listed Companies in 2016, the SEC and PSE rationalized requirements with respect to the Annual Corporate Governance Report (ACGR) and the PSE CG Guidelines Disclosure Survey. This resulted in a new report which supersedes both the ACGR and the PSE CG Guidelines Disclosure Survey: the Integrated Annual Corporate Governance Report (I-ACGR).

SEC Memorandum Circular No. 15, Series of 2017 and PSE Memorandum CN No. 2017-0079 mandate all companies listed in the Philippine Stock Exchange to submit the I-ACGR on or before May 30th of every year and every year that the company remains listed on the PSE.

The I-ACGR covers:

1. Recommendations from SEC CG Code for Publicly-Listed Companies
2. Supplemental provisions from PSE CG Guidelines Disclosure Survey
3. Additional requirements not in SEC CG Code/PSE CG Guidelines but expected of PLCs
4. Requirements from ASEAN CG Scorecard (optional)

The Compliance Office of the bank ensures the annual preparation and submission of the I-ACGR or the relevant updates, in coordination with the Office of the Corporate Secretary and various units of the bank.