CORPORATE GOVERNANCE

An effective Corporate Governance is one of the key facets advocated by the Bangko Sentral ng Pilipinas to promote public confidence and uphold the safety and soundness of the banking system. It is the combination of processes established and executed by the board of directors that are reflected in the organization's structure and how these are managed leading towards achieving goals and objectives. It is the overall management approach of senior executives in giving direction and controlling the entire organization, governance activities, ensure that critical management information reaching the executive team is sufficiently complete, accurate and timely to enable appropriate management decision making, and provide the control mechanisms, thus, ensure that strategies, directions and instructions from management are carried out systematically and effectively.

The Monetary Board has approved in 2017 the amendments to the corporate governance guidelines for BSP supervised financial institutions (BSFIs). Such amendment is aimed at ensuring that the board of directors is composed of a collective mix of individuals who possess the competence and expertise to be able to effectively manage the financial institution, promoting an environment that fosters the 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:

• Shaping the corporate culture and values;
• Setting out objectives and strategies and oversight on Management's implementation thereof;
• Appointing key members of senior management and control functions;
• Overseeing the corporate governance framework; and
• 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 the 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 checks 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.

The year 2022 was a very productive year. The highlight actions from the corporate governance committee are the following:

BOARD's OVERALL RESPONSIBILITY

• Amendment of the Duties and Responsibilities of the Corporate Secretary as well as it's qualification.
• Amendment of RBS Code of Discipline.
• Salary adjustment (DOLE wage order)
• Amendment of the Duties and Responsibilities of the cashier.