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. For CY 2019, this was agreed upon during the Board meeting held on 09 January 2019. In general, there are at least two meetings scheduled per month, held on every second and fourth Wednesday of each month. As much as practicable, materials for the Board meeting are sent to the members of the Board at least three (3) business days before the Board meeting. The Corporate Secretary from January to December 2019 was Atty. Myra-Lyn S. Peñalosa, who has been a member of the Philippine Bar since 1997.
For calendar year 2019, the Board of Directors was able to meet 25 times or 100% of the scheduled meetings.
Moreover, the non-executive Directors and the Heads of Internal Audit Group, Risk Management Group, Compliance Management Group and the Resident COA Representative were able to meet separately on 06 December 2019, without the presence of the President & CEO, in compliance with the BSP and GCG requirements.
Corporate Governance Committee
The Corporate Governance Committee is composed of four members, namely: Dir. Nancy Irlanda Tanjuatco (Chairman); Dir. Jesus V. Hinlo, Jr. (Vice-Chairman); DOLE Sec. Silvestre H. Bello III (member); and Dir. Virgilio De Vera Robes (member). Per its charter, it has to meet at least every quarter of every year. It held a total of eight (8) meetings in 2019.
The CGCom issued 57 resolutions which tackled the Results of the Performance Rating System, Organizational Changes, Establishment of Lending Centers, Promotions of Senior Officers and Personnel Movements.
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 (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:
The Results of the Performance Rating System for the CY 2019 was noted in the Corporate Governance Committee Meeting held on 16 May 2019 and it was confirmed in the Board of Directors Meeting via referendum on 03 July 2019.