The Vision/Mission of the Bank was discussed and approved by the members of the Board of Directors during the Strategy Refresh held on October 24-26, 2018.
Orientation Program for New Directors
The Corporate Secretary has the following responsibilities for the Orientation Program for New Directors upon their assumption:
Board Meetings and Attendance
The schedule of the meetings of the Board of Directors is agreed upon at the beginning of the year (Board meeting dated 09 January 2018). In general, there are at least two meetings scheduled per month, held on every second and fourth Tuesday of each month. As much as practicable, materials for the Board meeting are sent to the members of the Board at least three (3) calendar days before the board meeting. The Corporate Secretary from January to December 2018 was Atty. Myra-Lyn S. Peñalosa.
For calendar year 2018, the Board of Directors was able to meet 25 times or 100% of the scheduled meetings. Moreover, the Board of Directors and the Heads of Internal Audit Group, Risk Management Group and Compliance Management Group were able to meet separately at least once during the year without the President/CEO present on 21 November 2018.
Corporate Governance Committee Meetings
The Corporate Governance Committee is composed of six members, namely: Dir. Virgilio De Vera Robes (Chairman); Dir. Jesus V. Hinlo, Jr. (Vice-Chairman); Sec. Carlos G. Dominguez (member); DOLE Sec. Silvestre H. Bello III (member); Dir. Jaime L. Miralles (member); and Dir. Nancy Irlanda Tanjuatco (member). Per its charter, it has to meet at least every quarter of every year. It held a total of thirteen (13) meetings in 2018.
The CGCom issued 46 resolutions which tackled the Results of the Performance Rating System, Promotions of Senior Officers, Organizational Changes, Position Titles and Levels, and Qualification Standards of Positions, Personnel Movements, and Adjustment in the Per Diem for Committee Meetings of the Appointive Directors.
Performance evaluation of the Bank’s Board of Directors is central to corporate governance. Performance rating sheets developed by the Institute of Corporate Directors (ICD) are disseminated yearly to evaluate the performance of the Board and the Board-level Committees. The results of the performance assessments are evaluated and deliberated upon annually by the Corporate Governance Committee in a duly constituted meeting.
The rating scale for each item is from 1 to 5 (being the highest) and the total points are rated from 0% to 100% (95% - 100.00% as Superior, 85% - 94.99% as Ideal and 80% - 84.99% as Acceptable). There are 69 items in the Board rating instrument and 38 items in the Individual Rating of Board Members.
Percentage weight presentation:
This rating instrument is divided into four categories with corresponding weights.
I. Board Functions and Responsibilities (30%)
II. Board Structure (10%)
III. Board Process (30%)
IV. Board Performance (30%)
This rating instrument is divided into five categories with corresponding weights.
I. Competence and Independence (25%)
II. Commitment to Corporate Governance (25%)
III. Transparency (20%)
IV. Audit & Risk Oversight (20%)
V. Committee Activity (10%)
Computation of Results
Each item in this rating instrument is computed through the following: