In the latter part of 2017, the Monetary Board approved the amendments to the corporate governance guidelines for BSP supervised financial institutions (BSFIs). Such amendment aimed at ensuring that the board of directors is comprised of a collective mix of individuals who possess the expertise and competence to be able to effectively manage the financial institution, promoting an environment that fosters critical exchange of views and exercise of objective judgment, and promoting prudence and greater accountability in line with the implementation of continuing reforms in the financial sector. The duties and responsibilities of the board of directors were streamlined highlighting accountabilities in the following areas, to wit: (a) shaping the corporate culture and values, (b) setting out objectives and strategies and oversight on Management’s implementation thereof, (c) appointing key members of senior management and control functions, (d) overseeing the corporate governance framework; and (e) adopting a robust risk governance framework.

The Bank subscribes to the philosophy of integrity, accountability and transparency in its manner of doing business; dealing fairly with its clients, investors, stockholders, the communities affected by its environmental/social activities and various public; professionalism among its Board of Directors, executives and employees in managing the bank and respect for the laws and regulations of the country affecting its business. Internally, it follows a philosophy of rational check and balances as well as a structured approach to its business operations. The Board and Management believe that corporate governance is a critical component of sound strategic business management. Furthermore, the Board and the committees continue to review and strengthen the corporate governance policies to adopt consistency in the corporate governance framework of the Bank.

Year 2019 marks the start of a stronger Board for the Rural Bank of Solano. With the approved Amendment of its Articles of Incorporation and By-Laws last March 15, 2019, the bank is now under the supervision of nine (9) directors, three (3) of whom are independent directors. As a result hereof, the Corporate Governance Committee was revived. Relative to the requirement on separation of the positions of Chairperson and Chief Executive Officer (CEO), BSP granted the bank’s request that Atty. Mary Ann E.M. Tupasi shall be allowed to hold the positions of Chairperson of the Board of Directors and CEO of the bank until the date of the bank’s annual stockholder’s meeting in April 2021. Director Edgardo S. De Guzman serves as the Lead Independent Director (LID).

The Board of Directors of Rural Bank of Solano (N.V.), Inc. act in a manner that is consistent with their oversight functions and ensures the success of the bank by directing bank affairs and at the same time meeting the appropriate interest of its shareholders. The board is responsible for providing effective leadership and set the overall direction to promote good corporate governance by strong adherence to ethical standards and compliance with regulatory requirements.

The RBS Board is as well responsible in defining the bank’s corporate culture and values, approving the bank’s objectives and strategies and overseeing its implementation. They are also responsible for the appointment or selection of key members of senior management including the heads of units that exercises control functions as well as the approval of remuneration and other incentives policy for personnel.

Finally, included in the board’s responsibility is the approval and oversight on the implementation of the bank’s corporate and risk governance framework.

· Remain fit and proper for the position for the duration of his term.

· Conduct fair business transactions with the bank and to ensure that personal interest does not bias board decisions.

· Act honesty and in good faith, with loyalty and in the best interest of the institution, its stockholders, regardless of the amount of their stockholdings, and other stakeholders such as depositors, investors, borrowers, other clients and general public.

· Devote time and attention necessary to properly discharges their duties and responsibilities. · Act Judiciously.

· Contribute significantly to the decision-making process of the board.

· Exercise independent judgment.

· Have a working knowledge of the statutory and regulatory requirement affecting the institution, the requirements of the Bangko Sentral ng Pilipinas, and the requirements of other regulatory agencies.

· Observe confidentiality

· Attend orientation and training.