Code of Conduct for LANDBANK Directors

I. STATEMENT OF PRINCIPLES

The Constitution declares that a public office is a public trust. The Land Bank of the Philippines, being a government-owned corporation, is a public office. Our ability to secure and maintain our strong position in the banking industry depends – to a great extent – on the trust and confidence of our clients, business partners, other stakeholders and the general public.

We recognize that this kind of relationship that is founded on trust entails responsibilities from the people guiding and leading for our organization. As such, we expect our Directors to strive to consciously adhere to the following principles consistent with our organization’s vision and mission as well as our core values:

  • As civil servants, we are accountable to the people we serve by committing to respond to their needs with efficiency, genuine concern and professionalism.
  • We put value on honesty and integrity in our day-to-day business dealings in the same way that we uphold these principles in our personal lives.
  • We uphold truth and justice by playing an active role in stamping out corruption and unfair business practices that taint the image of the institution and the whole bureaucracy.
  • We treat our clients and colleagues with respect, always mindful of their rights as human beings.
  • We lead simple and modest lifestyles even as we continue to take pride to work in the service of the nation.

II. PURPOSE

The Code of Conduct for LANDBANK Directors (the “Code”) is written:

  1. to provide guidance for all Directors to enable them to conduct themselves in a manner that will merit and inspire public trust and confidence consistent with LANDBANK’s core values of social responsibility, trust, excellence and professionalism; and at all times be accountable to the people, serve them with utmost responsibility, integrity, loyalty and efficiency, act with patriotism and justice, and lead modest lives;
  2. to comply with Section 3(3) of the Bangko Sentral ng Pilipinas (BSP) Circular No. 283, series of 2001 which states in part

    “x x x To conduct the affairs of the institution with high degree of integrity x x x the Board of Directors should prescribe corporate values, codes of conduct and other standards of appropriate behavior for itself, the senior management and other employees x x x”
     
  3. to comply with the requirements of the Governance Commission for GOCCs (GCG) requiring the implementation of  a Code of Conduct for Directors. 

III. SCOPE OF THE CODE

This Code applies to all Directors of the Land Bank of the Philippines (LBP). The Code covers significant provisions of existing internal policies and procedures, relevant laws, rules and regulations.

SECTION 1: PERFORMANCE OF DUTIES1

A. THE LANDBANK DIRECTORS SHALL:

  1. Act with utmost and undivided loyalty to the Bank;
  2. Act with due care, extraordinary diligence, skill and good faith in the conduct of the business and in dealing with the properties of the Bank;
  3. Act within the scope of their authority;
  4. Avoid conflicts of interest and declare an interest they may have in any particular matter before the Board;
  5. Apply sound business principles to ensure the financial soundness of the Bank; and
  6. Employ only officers who are fit and proper to hold such office with due regard to qualifications, competence, experience and integrity.

B. POWERS/RESPONSIBILITIES AND DUTIES OF DIRECTORS2

  1. Powers of the board of directors. The corporate powers of the Bank shall be exercised, its business conducted and all its property controlled and held, by its Board of Directors. The powers of the Board of Directors as conferred by law are original and cannot be revoked by the stockholders. The directors hold their office charged with the duty to exercise sound and objective judgment for the best interest of the Bank.
  2. General responsibility of the board of directors. The position of a bank director is a position of trust. A director assumes certain responsibilities to different constituencies or stakeholders, i.e., the Bank itself, its stockholders, its depositors and other creditors, its management and employees, the regulators, deposit insurer and the public at large. These constituencies or stakeholders have the right to expect that the institution is being run in a prudent and sound manner. The board of directors is primarily responsible for approving and overseeing the implementation of the Bank’s strategic objectives, risk strategy, corporate governance and corporate values. Further, the board of directors is also responsible for monitoring and overseeing the performance of senior management as the latter manages the day to day affairs of the institution.
     
  3. OTHER RESPONSIBILITIES OF THE BOARD

      Each Director shall:

  1. Study the powers, duties and responsibilities of the Board;
  2. Certify that he fully understands the same as required by BSP;
  3.  Faithfully perform the powers, duties and responsibilities of the Board;
  4. Submit yearly a notarized Statement of Assets, Liabilities and Net Worth (SALN);
  5.  Submit a notarized “Panunumpa” (Oath of Office) to the Office of the Corporate Secretary pursuant to the appointment letter issued by the Office of the President of the Philippines;
  6.  Attach a copy of the formal Charter of Expectations, which each Director shall sign, to the copy of the “Oath of Office”; and
  7. Submit a List of Disclosures.

SECTION 2: CONFIDENTIALITY OF INFORMATION

LANDBANK Directors shall maintain the confidentiality of all information acquired by them or entrusted to them by the Bank, its customers or business partners and are prohibited from making unauthorized disclosure of the same.

SECTION 3: CONFLICT OF INTEREST

LANDBANK Directors shall conduct their own financial affairs in a prudent manner and shall avoid financial situations that could reflect unfavorably on themselves, the Bank or its clients. In so doing, they are enjoined to avoid conflict of interest in performing their official duties.

A conflict of interest exists when:

  • the Director’s objective ability or independence of judgment in performing official duties is impaired or may reasonably appear to be impaired by the personal concerns of a Director or his/her family and relatives which run counter to the objectives of the Bank; or when the official act results to unwarranted personal benefit on his/her part or of his/her family and relatives;
  • the Director’s private interest interferes in any way with the interests of the Bank as a whole;
  • the Director, his/her family and relatives,   or his/her business or other financial interests would derive undue financial gain or advantage because of his/her official act.
  • the Director is a member of a board, an officer or a substantial stockholder of a private corporation or owner or has a substantial interest in a business, and the interest of such corporation or business, or his rights or duties therein, may be opposed to or affected by the faithful performance of official duty.
  • there is incompatibility of one’s official/professional duties and personal/private interests;
  • a Director has a personal interest in a decision which he/she has the power to make; or
  • an individual is in a position to exploit a Director in his/her professional or official capacity for private benefit

The term “family” shall refer to the spouse and children of a Director.

The term “relatives” shall refer to any and all persons related to a Director within the fourth civil degree of consanguinity or affinity, including “bilas”, “inso” and “balae”.

In cases where new information surfaces on the potential conflict of interest, the same should be declared in the Sworn Statement of Assets, Liabilities and Net worth, Disclosure of Business Interests and Financial Connections, and Identification of Relatives in the Government Service, by the concerned Director.

Upon knowledge of potential conflict of interest, the concerned Director should inhibit himself/herself on the discussion/action on the transaction declaring the reason for the same.

If a Director becomes aware of the conflict of interest after the transaction has been made or concluded with his/her participation, he/she must immediately make a formal disclosure to the Board of Directors, and submit the same to the Office of the Corporate Secretary, which will then attach the same to the pertinent documents of the concluded transaction, for information and appropriate action.

SECTION 4: SEXUAL HARASSMENT OR MISCONDUCT

LANDBANK Directors shall strictly comply with the existing laws, rules and regulations on sexual harassment as defined below and other inappropriate or improper acts against fellow directors and the employees regardless of rank and consistently exercise prudence, respect and care in their interaction with one another and the general public.

Sexual harassment as defined under CSC Administrative Disciplinary Rules on Sexual Harassment Cases (CSC Resolution No. 01-0940) is an “act, or a series of acts, involving any unwelcome sexual advance, request or demand for a sexual favor, or other verbal or physical behavior of a sexual nature committed by a government employee or official in a work-related, training or education-related environment”.

SEC. 5: INTERNAL WHISTLEBLOWING AND REPORTING

The Directors who witness or become aware of any attempted, ongoing or consummated act of graft and corruption involving any Bank employee or Director, must report the same at the earliest possible time, as follows:

  • For acts involving Bank employees with the rank of Senior Vice President (SVP) and above, including another Director- to the Chairman, LBP Corporate Governance Committee; and
  • For act involving Bank employees below SVP level- to the Bank’s General Counsel.

Any Director who violates the protection of confidentiality of a protected disclosure shall be subject to disciplinary and/or criminal action as may be provided under existing pertinent, relevant laws, rules and regulations of the Bank, CSC and other regulatory bodies.

Any Director who does, causes, or encourages retaliatory actions against a whistleblower and/or bank employees supporting him/her or any of his/her relatives shall be subjected to administrative, civil and/or criminal proceedings.

False, misleading and malicious reports of disclosures shall be sufficient ground for the termination of the protection or assistance to whistleblowers, including the termination of their immunity from administrative cases, civil and/or criminal actions as may be appropriate. Any Director who, with malice or in bad faith, reports said information against any employee/director shall be subject to administrative, civil and/or criminal action.

SEC. 6: NO GIFT POLICY  

As a general rule, solicitation and acceptance of gifts and donations is strictly prohibited. The following acts or omissions shall constitute the prohibited acts on solicitation and acceptance of gifts and donations:

  • Directly or indirectly soliciting or accepting, any gift, gratuity, favor, entertainment, commodatum or anything of monetary value in the course of the Director’s official duties or in connection with any operation being regulated by or any transaction which may be affected by the functions of his/her office.
  • Directly or indirectly requesting or receiving any gift, present, share, percentage, or benefit, for himself/herself or for any other person, in connection with any contract or transaction between the Bank and any other party, wherein the Director in his/her official capacity has to intervene under the law or existing policies of the Bank.
  • Directly or indirectly requesting or receiving any gift, present or other pecuniary or material benefit, for himself/herself or any other party, from any person for whom the Director, in any manner or capacity, has secured or obtained, or will secure or obtain, any Bank product or service, in consideration for the help given or to be given.

The following shall be excluded in the prohibition on solicitation and acceptance of gifts/donations:

  • Unsolicited gifts or presents of small/nominal or insignificant value offered or given as a mere ordinary token of gratitude or friendship according to local customs or usage, not given in anticipation of, or in exchange for, a favor from a Director or given after the transaction is completed, or service is rendered;
  • A gift from a member of the family, relative or friends on the occasion of a family celebration, and without any expectation of pecuniary gain or benefit;
  • Gifts offered in a public forum where refusal would cause embarrassment;
  • Nominal gifts or grants from persons with no regular, pending, or expected transactions with the Bank with which the Director is connected, and without any expectation of pecuniary gain or benefit; and
  • Gifts or grants coming from government entities or private organizations whether local or foreign, which are considered and accepted as humanitarian and altruistic in purpose and mission.

The determination of the propriety or impropriety of soliciting or accepting gifts shall consider the value of the gift, kinship or relationship between the giver and the receiver, the frequency or infrequency of the giving, and the motivation of the parties or the expectation of benefits.

Any offer of gift or entertainment which is considered excessive, or will put the recipient under an obligation, or influence a decision, or be in doubtful taste or be liable to bring the Bank’s name into disrepute should be declined or returned to the giver.

The Directors are required to professionally inform any individual or organization with any actual or potential business with the Bank of this “No Gift Policy”, the reasons the bank has adopted this policy, and request that such individual or organization respect such policy. Notices informing walk-in clients and visitors of the Policy shall likewise be posted in conspicuous areas within the bank premises.

In cases where it is considered inappropriate or impractical to decline or return a gift, the Director concerned shall immediately turn over the gift to the Employee Relations Department (ERD) for its proper disposition. The ERD or the Director concerned shall formally acknowledge the gift and inform the giver of the intended disposition.

SECTION 7: ACCESS AND USAGE OF OFFICIAL AND PERSONAL AND SOCIAL NETWORKING SITE (SNS) ACCOUNTS

The existing internal policy on the access and usage of official and personal and social networking site (SNS) accounts for LANDBANK employees also applies to LANDBANK Directors.

SECTION 8: COMPLAINTS AND GRIEVANCES

LANDBANK Directors shall handle complaints and grievances in accordance with the Bank’s formal Grievance Procedure in line with the Grievance Machinery of the Civil Service Commission.

SECTION 9: DISCIPLINE AND ACCOUNTABILITY

LANDBANK Directors shall have a duty to adhere to this Code and to report violations. The Bank shall impose strict implementation of policies to ensure discipline and accountability.

Any violation of this Code shall be acted upon in accordance with the pertinent provisions of the laws, rules and regulations.

IV. INCORPORATION OF OTHER RULES

All pertinent laws, rules and regulations of the CSC, BSP, COA, GCG, and other government regulatory agencies and the internal issuances of the Bank governing or regulating the conduct of public officers and Directors are deemed incorporated into this Code.

V. EFFECTIVITY

This Code shall take effect upon approval by the Bank’s Board of Directors.

VI. DISTRIBUTION OF THE CODE

The Code shall be distributed to all Directors of the Bank.

Each Director shall sign and submit a Code of Conduct Compliance Certificate to the Office of the Corporate Secretary. Incumbent Directors shall submit the Code of Conduct Compliance Certificate within thirty (30) calendar days from receipt of the Code, and thereafter, within the month of January of each year.

Approved by the Board of Directors of Land Bank of the Philippines under Board Resolution No.      17-034 adopted/approved on 10 January 2017.
 


1 Sec. 19 , R.A. 10149; Sec. X141.3 MORB

2 BSP Circular No. 749, S. 2012, as amended by BSP Circular No. 757, S.2012