TABLE OF CONTENTS - Metrobank ACGR (as... · 2016-06-15 · TABLE OF CONTENTS A. BOARD MATTERS 1 1)…

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    TABLE OF CONTENTS

    A. BOARD MATTERS 1 1) BOARD OF DIRECTORS

    (a) Composition of the Board... 1 (b) Summary of Corporate Governance Policy . 1 (c) Review and Approval of Vision and Mission . 3 (d) Directorship in Other Companies 3 (e) Shareholding in the Company......... 4

    2) CHAIRMAN AND CEO 5 3) PLANS FOR SUCCESSION .. 6 4) OTHER EXECUTIVE, NON-EXECUTIVE AND INDEPENDENT DIRECTORS 6 5) CHANGES IN THE BOARD OF DIRECTORS 9 6) ORIENTATION AND EDUCATION PROGRAM 10

    B. CODE OF BUSINESS CONDUCT & ETHICS

    1) POLICIES.. 12 2) DISSEMINATION OF CODE.. 15 3) COMPLIANCE WITH CODE 15 4) RELATED PARTY TRANSACTIONS 15

    (a) Policies and Procedures 15 (b) Conflict of Interest 17

    5) FAMILY, COMMERCIAL AND CONTRACTUAL RELATIONS. 18 6) ALTERNATIVE DISPUTE RESOLUTION 18

    C. BOARD MEETINGS & ATTENDANCE

    1) SCHEDULE OF MEETINGS 19 2) DETAILS OF ATTENDANCE OF DIRECTORS 19 3) SEPARATE MEETING OF NON-EXECUTIVE DIRECTORS 19 4) MINIMUM QUORUM REQUIREMENT 20 5) ACCESS TO INFORMATION.. 20 6) EXTERNAL ADVICE 21 7) CHANGES IN EXISTING POLICIES 22

    D. REMUNERATION MATTERS

    1) REMUNERATION PROCESS 23 2) REMUNERATION POLICY AND STRUCTURE FOR DIRECTORS 23 3) AGGREGATE REMUNERATION 24 4) STOCK RIGHTS, OPTIONS AND WARRANTS 25 5) REMUNERATION OF MANAGEMENT. 26

    E. BOARD COMMITTEES

    1) NUMBER OF MEMBERS, FUNCTIONS AND RESPONSIBILITIES 26 2) COMMITTEE MEMBERS 32 3) CHANGES IN COMMITTEE MEMBERS 37 4) WORK DONE AND ISSUES ADDRESSED 38 5) COMMITTEE PROGRAM 41

    F. RISK MANAGEMENT SYSTEM

    1) STATEMENT ON EFFECTIVENESS OF RISK MANAGEMENT SYSTEM 44 2) RISK POLICY 45 3) CONTROL SYSTEM 46

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    G. INTERNAL AUDIT AND CONTROL

    1) STATEMENT ON EFFECTIVENESS OF INTERNAL CONTROL SYSTEM 47 2) INTERNAL AUDIT 48

    H. ROLE OF STOCKHOLDERS 52

    I. DISCLOSURE AND TRANSPARENCY 57

    J. RIGHTS OF STOCKHOLDERS

    1) RIGHT TO PARTICIPATE EFFECTIVELY IN STOCKHOLDERS MEETINGS 61 2) TREATMENT OF MINORITY STOCKHOLDERS 67

    K. INVESTORS RELATIONS PROGRAM 68 L. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES 69 M. BOARD, DIRECTOR, COMMITTEE AND CEO APPRAISAL 71 N. INTERNAL BREACHES AND SANCTIONS 71

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    A. BOARD MATTERS 1) Board of Directors

    Number of Directors per Articles of Incorporation 12*

    Actual number of Directors for 2016 12*

    *As amended, subject to BSP approval

    (a) Composition of the Board

    Complete the table with information on the Board of Directors:

    Directors Name

    Type [Executive (ED), Non-Executive (NED)

    or Independent Director (ID)]

    If nominee, identify

    the principal

    Nominator in the last election (if ID, state

    the relationship with the nominator)

    Date first elected Date last elected (if ID,

    state the number of years served as ID)i

    Elected when (Annual /Special

    Meeting)

    No. of years served as

    director

    George SK Ty NED All EDs and NEDs are nominees of the Ty Family and related companies.

    All EDs and NEDs are nominees of the Ty Family and related companies. For the IDs, the nominators (not related to the IDs) are as follows:

    1. Nancy Lai Reyes for Francisco F. Del Rosario Jr.

    2. Fely T. Ang for Rex C. Drilon II

    3. Joselito Dela Rosa for Robin A. King

    4. Jeanette B. Bautista for Jesli A. Lapus

    5. Shirley Amin for Renato C. Valencia

    March 12, 1975 April 27, 2016 April 27, 2016 (Annual Stockholders Meeting)

    41 yrs. & 2 mos.

    Arthur Ty ED April 24, 2002 April 27, 2016 14 yrs. & 1 mo.

    Francisco C. Sebastian NED April 24, 2002 April 27, 2016 14 yrs. & 1 mo.

    Fabian S. Dee ED September 19, 2007 April 27, 2016 8 yrs. & 8 mos.

    Renato C. Valencia

    ID October 21, 1998

    4 yrs. & 1 mo. 17 yrs. & 7 mos.

    Jesli A. Lapus ID August 18, 2010 4 yrs. & 1 mo.

    5 yrs. & 9 mos.

    Robin A. King ID April 25, 2012 4 yrs. & 1 mo. 4 yrs. & 1 mo.

    Rex C. Drilon II

    ID August 29, 2012 3 yrs. & 9 mos. 3 yrs. & 9 mos.

    Francisco F. Del Rosario Jr. ID April 15, 2013 3 yrs. & 1 mo. 3 yrs.& 1 mo.

    Edmund A. Go NED May 17, 2007 April 27, 2016 9 yrs.

    Alfred V. Ty NED September 23, 2015 April 27, 2016 8 mos.

    Vicente R. Cuna Jr. NED April 30, 2014 April 27, 2016 2 yrs. & 1 mo.

    (b) Provide a brief summary of the corporate governance policy that the board of directors has adopted. Please emphasis the policy/ies relative to the treatment of all shareholders, respect

    for the rights of minority shareholders and of other stakeholders, disclosure duties, and board responsibilities.

    The Banks Board-approved Corporate Governance Manual (CGM) provides the following:

    i Reckoned from the election immediately following January 2, 2012.

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    Stockholders rights and protection of minority stockholders interest 1. The Board grants the stockholders the following rights:

    a. Right to vote on all matters that require their consent or approval; b. Right to inspect books and records of the Bank; c. Right to information; d. Right to dividends; and e. Appraisal right

    2. The Board shall be transparent and fair in the conduct of the annual and special stockholders meetings of the Bank. The Bank shall encourage the stockholders to personally attend such meetings and actively participate by giving comments and raising questions. If they cannot attend, they shall be apprised ahead of time of their right to appoint a proxy. Subject to the requirements of the By-Laws, the exercise of the right shall not be unduly restricted and any doubt about the validity of a proxy should be resolved in the stockholders favor.

    3. The Board shall promote the rights of the stockholders, remove impediments to the exercise of those rights and provide an adequate avenue for them to seek timely redress for breach of their rights.

    4. The Board shall also make available to the stockholders accurate and timely information to enable the latter to make a sound judgment on all matters brought to their attention for consideration or approval.

    5. Any stockholder of a corporation shall have the right to dissent and demand payment of the fair value of his shares in case any amendment to the articles of incorporation has the effect of changing or restricting the rights of any stockholder or class of shares, or of authorizing preferences in any respect superior to those of outstanding shares of any class, or of extending or shortening the term of corporate existence.

    General Responsibility of the Board

    The Board is primarily responsible for approving and overseeing the implementation of the Banks strategic objectives, risk strategy, corporate governance and corporate values. Further, the Board is also responsible for monitoring and overseeing the performance of Senior Management as the latter manages the day to day affairs of the Bank.

    It is the Boards responsibility to foster the long-term success of the corporation, and to sustain its competitiveness and profitability in a manner consistent with its corporate objectives and the best interests of its stockholders and other stakeholders.

    Specific Duties and Responsibilities of the Board 1. Approve and monitor the implementation of strategic objectives. 2. Approve and oversee the implementation of policies governing major areas of banking operations. 3. Approve and oversee the implementation of risk management policies. 4. Oversee selection and performance of Senior Management. 5. Consistently conduct the affairs of the Bank with a high degree of integrity. 6. Define appropriate governance policies and practices for the Bank and for its own work and to establish means to ensure that such are followed and periodically reviewed for

    ongoing improvement. 7. Constitute committees to increase efficiency and allow deeper focus in specific areas. 8. Effectively utilize the work conducted by the internal audit, risk management and compliance functions and the external auditors. 9. Have the overall responsibility for defining an appropriate corporate governance framework that shall contribute to the effective oversight over entities in the group. 10. Identify the corporations stakeholders in the community in which it operates or are directly affected by its operations and formulate a clear policy of accurate, timely and

    effective communication with them.

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    (c) How often does the Board review and approve the vision and mission?

    The Vision Mission statement (VMS) was reviewed and approved by the Board in February 2015.

    (d) Directorship in Other Companies (i) Directorship in the Companys Group

    ii

    Identify, as and if applicable, the members of the companys Board of Directors who hold the office of director in other companies within its Group:

    Directors Name Corporate Name of the

    Group Company Type of Directorship (Executive, Non-Executive, Independent).

    Indicate if director is also the Chairman.

    George S. K. Ty GT Capital Holdings, Inc. Global Business Power Corporation

    Group Chairman/NED Honorary Chairman/NED

    Arthur Ty

    Metropolitan Bank (China) Ltd.

    GT Capital Holdings, Inc.

    Philippine Savings Bank

    First Metro Investment Corporation

    Chairman/NED

    Chairman/NED

    Vice Chairman/NED

    Vice Chairman/NED

    Francisco C. Sebastian

    GT Capital Holdings, Inc. First Metro Investment Corporation First Metro Asset Management, Inc. Global Business Power Corporation

    Co-Vice Chairman/NED Chairman/

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