A director shall submit to the Bangko Sentral a certification of compliance with the Bangko Sentral-prescribed syllabus on corporate governance for first-time directors and documentary proof of such compliance: Provided, That the following persons are exempted from complying with the aforementioned requirement: (a) Filipino citizens with recognized stature, influence and reputation in the banking community and whose business practices stand as testimonies to good corporate governance; (b) Distinguished Filipino and foreign nationals who served as senior officials in central banks and/or financial regulatory agencies, including former Monetary Board members; or.
Specific duties and responsibilities of the board of directors. In this regard: (a) The board of directors shall ensure that the risk management, compliance and internal audit functions have proper stature in the organization, have adequate staff and resources, and carry out their responsibilities independently, objectively and effectively. (d) The board of directors shall maintain adequate capital against risks associated with exposures to related parties.
(g) The board of directors shall maintain appropriate records (e.g., meeting minutes or summaries of matters reviewed, recommendations made, decisions taken and dissenting opinions) of its deliberations and decisions. It shall establish a sound corporate governance framework. In this respect, the board of directors shall establish an effective succession planning program. 421 AUTHORITY TO PERFORM INVESTMENT MANAGEMENT, 423 CONDUCT OF INVESTMENT MANAGEMENT ACTIVITIES, 424 SECURITY DEPOSIT FOR THE FAITHFUL PERFORMANCE OF INVESTMENT MANAGEMENT ACTIVITIES, 431 SECURITIES CUSTODIANSHIP AND SECURITIES REGISTRY OPERATIONS, 437 AUTHORITY RESULTING FROM MERGER OR CONSOLIDATION, 438 NON-TRUST, NON-FIDUCIARY AND/OR NON-INVESTMENT MANAGEMENT ACTIVITIES, 440 SURRENDER OF TRUST OR INVESTMENT MANAGEMENT LICENSE, PART FIVE MANUAL OF REGULATIONS ON FOREIGN EXCHANGE TRANSACTIONS, PART SIX TREASURY AND MONEY MARKET OPERATIONS, A. The positions of chairperson and CEO shall not be held by one (1) person. 105 ESTABLISHMENT/RELOCATION/VOLUNTARY CLOSURE/SALE OF BRANCHES/BRANCH-LITE UNITS, 106 ESTABLISHMENT OF SUB-BRANCHES OF FOREIGN BANK BRANCHES, 109 BANK PREMISES AND OTHER FIXED ASSETS, 113-B MARKETING, SALE AND SERVICING OF MICROINSURANCE PRODUCTS BY THRIFT BANKS, 113-C MARKETING, SALE AND SERVICING OF MICROINSURANCE PRODUCTS BY RURAL AND COOPERATIVE BANKS. (3) Oversee the performance of senior management and heads of control functions: (a) The board of directors shall regularly monitor and assess the performance of the management team and heads of control functions based on approved performance standards. (7) Approve an overarching policy on the handling of RPTs to ensure that there is effective compliance with existing laws, rules and regulations at all times, that these are conducted on an arms length basis, and that no stakeholder is unduly disadvantaged. It shall approve and oversee the implementation of strategies to achieve corporate objectives. a. *>[2o+91SN15gV4Nv'8Y(oJwE+c;c[sZWmll6uZ,0t[.UO9|%$i0
o#uB!iEa_dRXM=0igK ?TzP.Xxph xcVu#gB.#rkaipKC\AP0;D?E7P[k+DXmZ7[r|5`5.5&XeH%QjVG8/JKUSvZU#`YzBCL~/azKy-a[),5.m%w^[[dM)0[ This shall, however, exclude DOSRI transactions, which are required to be approved by the board of directors. Malate Manila, (b) The board of directors shall hold members of senior management accountable for their actions and enumerate the possible consequences if those actions are not aligned with the board of directors performance expectations. The board of directors shall regularly review these policies, as well as evaluate control functions (e.g., internal audit, risk management and compliance) with senior management to determine areas for improvement as well as to promptly identify and address significant risks and issues. Directors must observe the confidentiality of non-public information acquired by reason of their position as directors. In this regard: (a) The board of directors shall define and approve appropriate governance policies, practices and structure that will enable effective oversight of the entire group, taking into account the nature and complexity of operations, size and the types of risks to which the BSFI and its subsidiaries are exposed. x&,G4`Ra@$F)t;_-= n9?|RZ\Zw. The board of directors shall establish, actively promote, and communicate a culture of strong governance in the BSFI, through adopted policies and displayed practices. When a disagreement with others occurs, he should carefully evaluate the situation and state his position. In this regard, material risks arising from RPTs shall be considered in the capital planning process. A director should view each problem/situation objectively. A director should also keep himself informed of the industry developments and business trends in order to safeguard the institutions competitiveness. (6) Ensure that employee pension funds are fully funded or the corresponding liability appropriately recognized in the books of the BSFI at all times, and that all transactions involving the pension fund are conducted at arms length terms.
Policies shall likewise be set on how such concerns shall be investigated and addressed, for example, by an internal control function, an objective external party, senior management and/or the board of directors itself. Qualifications of the chairperson of the board of directors. In setting the risk appetite, the board of directors shall take into account the business environment, regulatory landscape, and the BSFIs long term interests and ability to manage risk. g. To exercise independent judgment. 0 (e) The board of directors shall oversee the integrity, independence, and effectiveness of the policies and procedures for whistleblowing. (3) Adopt a policy on retirement for directors and officers, as part of the succession plan, to promote dynamism and avoid perpetuation in power. In this regard, the following shall apply: (1) A non-executive director may concurrently serve as director in a maximum of five (5) publicly listed companies. (6) Oversee the development, approve, and monitor implementation of corporate governance policies. He shall ensure effective functioning of the board of directors, including maintaining a relationship of trust with members of the board of directors. (b) The board of directors shall delegate to appropriate management committee the approval of RPTs that are below the materiality threshold, subject to confirmation by the board of directors.
He should possess unquestionable credibility to make decisions objectively and resist undue influence. The corporate powers of an institution shall be exercised, its business conducted, and all its resources controlled through its board of directors. (c) The board of directors shall regularly meet with senior management to engage in discussions, question, and critically review the reports and information provided by the latter.
SURRENDER OF BANKING LICENSE, LIQUIDATION, AND RECEIVERSHIP, PART TWO DEPOSITS, BORROWINGS AND OTHER LIABILITIES, 201 AUTHORITY TO ACCEPT OR CREATE DEMAND DEPOSITS, 203 TEMPORARY OVERDRAWINGS; DRAWINGS AGAINST UNCOLLECTED DEPOSITS, 204 DEMAND DEPOSITS OF BANK OFFICERS AND EMPLOYEES, 212 PESO SAVINGS DEPOSIT ACCOUNTS OF EMBASSY OFFICIALS, D. NEGOTIABLE ORDER OF WITHDRAWAL ACCOUNTS, 221 AUTHORITY TO ACCEPT NEGOTIABLE ORDER OF WITHDRAWAL ACCOUNTS, 222 MINIMUM FEATURES OF NEGOTIABLE ORDER OF WITHDRAWAL ACCOUNTS, 223 RULES ON SERVICING NEGOTIABLE ORDER OF WITHDRAWAL ACCOUNTS, F. DEPOSIT SUBSTITUTE OPERATIONS (QUASI-BANKING FUNCTIONS), 243 MINIMUM TRADING LOT AND MINIMUM TERM OF DEPOSIT SUBSTITUTE, 244 MONEY MARKET PLACEMENTS OF RURAL BANKS, 246 ISSUANCE OF BONDS AND COMMERCIAL PAPERS, G. RESERVE AGAINST DEPOSIT AND DEPOSIT SUBTITUTES LIABILITIES, 251 ACCOUNTS SUBJECT TO RESERVES; AMOUNTS REQUIRED, 261 INTEREST ON DEPOSITS/ DEPOSIT SUBSTITUTES, 262 DISCLOSURE OF EFFECTIVE RATES OF INTEREST, 263 FEES ON RETAIL BANK PRODUCTS/SERVICES, 274 SERVICING DEPOSITS OUTSIDE BANK PREMISES, 275 CASH PICK-UP/CASH DELIVERY SERVICES; CASH AGENTS, 283 REPURCHASE AGREEMENTS WITH THE BANGKO SENTRAL, 285 EMERGENCY LOANS OR ADVANCES TO BANKING INSTITUTIONS, 286 FACILITY TO COMMITTED CREDIT LINE ISSUERS, 287-B/C COUNTRYSIDE FINANCIAL INSTITUTION ENHANCEMENT PROGRAM (CFIEP) FOR THRIFT, RURAL AND COOPERATIVE BANKS, 288 RECORDING AND REPORTING OF BORROWINGS, 290 ENHANCED INTRADAY LIQUIDITY FACILITY, 292 BORROWINGS FROM TRUST DEPARTMENTS OR INVESTMENT HOUSES, 293-B MORTGAGE/CHM CERTIFICATES OF THRIFT BANKS, 294-C BORROWINGS OF RURAL BANKS/COOPERATIVE BANKS, 295 COLLECTION OF CUSTOMS DUTIES/TAXES/LEVIES AND OTHER REVENUES, AND ACCEPTANCE, ENCASHMENT OR NEGOTIATION OF CHECKS DRAWN IN FAVOR OF COMMISSIONER, 296 COLLECTION AGENTS OF THE SOCIAL SECURITY SYSTEM, 298 DISCLOSURE OF REMITTANCE CHARGES AND OTHER RELEVANT INFORMATION, 299 SEGREGATION OF CUSTOMER FUNDS AND SECURITIES RECEIVED BY BANKS IN THE PERFORMANCE OF THEIR SECURITIES BROKERING FUNCTIONS, PART THREE LOANS, INVESTMENTS AND SPECIAL CREDITS, A. (2) He must have attended a seminar on corporate governance for board of directors. (c) Former Chief Justices and Associate Justices of the Philippine Supreme Court: Provided, further, That this exemption shall not apply to the annual training requirements for the members of the board of directors. All decisions under the delegated authority must be properly recorded in the minutes of the committee meetings. (c) The board of directors shall regularly review the structure, size and composition of the board of directors and board-level committees with the end in view of having a balanced membership. The prescribed scenario/stress tests under the capital planning process shall also capture RPTs in order to determine whether the BSFI is well-insulated from any going concern issue of related parties. If transactions with the institution cannot be avoided, it should be done in the regular course of business and upon terms not less favorable to the institution than those offered to others.
138 DISQUALIFICATION AND WATCHLISTING OF DIRECTORS AND OFFICERS. (iii) Identify, measure, monitor and control risks arising from RPTs. The board of directors should ensure that senior management addresses legitimate issues on RPT that are raised. The basic principle to be observed is that a director should not use his position to make profit or to acquire benefit or advantage for himself and/or his related interests. Towards this end, a system and procedure for evaluation of the structure, size and composition of the board of directors and board-level committees shall be adopted which shall include, but not limited to, benchmark and peer group analysis. endstream
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To the extent practicable, the members of the board of directors shall be selected from a broad pool of qualified candidates. The board of directors shall also establish means to ensure that such policies, practices and systems remain appropriate in light of the growth, increased complexity and geographical expansion of the group. Moreover, since mutual trust and a close working relationship are important, the members of senior management shall uphold the general operating philosophy, vision and core values of the BSFI. He shall: (1) ensure that the meeting agenda focuses on strategic matters including discussion on risk appetites, and key governance concerns; (2) ensure a sound decision-making process; (3) encourage and promote critical discussion; (4) ensure that dissenting views can be expressed and discussed within the decision-making process; (5) ensure that members of the board of directors receive accurate, timely, and relevant information; (6) ensure the conduct of proper orientation for first-time directors and provide training opportunities for all directors; and (7) ensure conduct of performance evaluation of the board of directors at least once a year. (g) The board of directors shall require the risk management, compliance function and internal audit group to conduct a periodic formal review of the group structure, their controls and activities to assess consistency with the board of directors approved policies, practices and strategies and to require said groups to report the results of their assessment directly to the board of directors. h. To have a working knowledge of the statutory and regulatory requirements affecting the institution, including the content of its articles of incorporation and by-laws, the requirements of the Bangko Sentral and where applicable, the requirements of other regulatory agencies. 
In this regard, the board of directors shall: (1) Define the BSFIs risk appetite. Powers/Corporate powers of the board of directors. The board of directors shall ensure that the groups corporate governance framework includes appropriate processes and controls to identify and address potential intragroup conflicts of interest, such as those arising from intragroup transactions. In selecting independent and non-executive directors, the number and types of entities where the candidate is likewise elected as such, shall be considered to ensure that he will be able to devote sufficient time to effectively carry out his duties and responsibilities. A. Mabini St. cor.
) The program should include a system for identifying and developing potential successors for the CEO and other critical positions. He should not be afraid to take a position even though it might be unpopular. The board of directors shall understand the legal and operational implications of the group structure and how the various types of risk exposures affect the BSFIs capital, risk profile and funding under normal and contingent circumstances. In this regard, the board of directors shall: (1) Approve a code of conduct or code of ethics, which shall articulate acceptable and unacceptable activities, transactions and behaviors that could result or potentially result in conflict of interest, personal gain at the expense of the BSFI as well as the corresponding disciplinary actions and sanctions. The said system will facilitate submission of accurate reports to the regulators/supervisors. PART ONE ORGANIZATION, MANAGEMENT AND ADMINISTRATION, A. CLASSIFICATIONS, POWERS AND OPERATIONS OF BANKS, 101 CLASSIFICATIONS, POWERS AND SCOPE OF AUTHORITIES OF BANKS, 101-B AUTHORITY OF THRIFT BANKS TO ISSUE FOREIGN LETTERS OF CREDIT AND PAY/ACCEPT/NEGOTIATE IMPORT/EXPORT DRAFTS/BILLS OF EXCHANGE, 102 BASIC GUIDELINES IN ESTABLISHING DOMESTIC BANKS.
NG PILIPINAS The board of directors shall understand the legal and operational implications of the group structure and how the various types of risk exposures affect the groups capital, risk profile and funding under normal and contingent circumstances. Board-level committees shall meet as prescribed in their respective charters.
a. The board of directors shall be responsible for approving BSFIs objectives and strategies and in overseeing managements implementation thereof. _PHy-dAPjKI)N9 hx|8JOQ:80!\-1C The board of directors shall provide its personnel with regular training opportunities as part of a professional development program to enhance their competencies and stay abreast of developments relevant to their areas of responsibility.
363-B LIMITS ON REAL ESTATE EXPOSURES AND OTHER REAL ESTATE PROPERTY OF TBS, 364 EXPANDED REPORT ON REAL ESTATE EXPOSURES OF BANKS, 373 LIMITS ON INVESTMENT IN THE EQUITIES OF FINANCIAL ALLIED UNDERTAKINGS, 374 INVESTMENTS IN VENTURE CAPITAL CORPORATIONS, 376-A INVESTMENTS IN NON-ALLIED OR NON-RELATED UNDERTAKINGS, 377 INVESTMENTS IN SUBSIDIARIES AND AFFILIATES ABROAD, 378 PRUDENTIAL LIMITS AND RESTRICTIONS ON EQUITY INVESTMENTS, 381 PURCHASE OF RECEIVABLES AND OTHER OBLIGATIONS, 382 ACQUIRED ASSETS IN SETTLEMENT OF LOANS, 384 CREDIT POLICIES OF GOVERNMENT- OWNED CORPORATIONS, 385 REGULATORY RELIEF FOR BANKS UNDER REHABILITATION PROGRAM APPROVED BY THE BANGKO SENTRAL, PART FOUR TRUST, OTHER FIDUCIARY BUSINESS AND INVESTMENT MANAGEMENT ACTIVITIES, 411 AUTHORITY TO PERFORM TRUST AND OTHER FIDUCIARY BUSINESS, 411-B/C GRANT OF AUTHORITY TO ENGAGE IN LIMITED TRUST BUSINESS TO THRIFT BANKS/RURAL BANKS, 416 FOREIGN CURRENCY DEPOSIT UNIT/EXPANDED FOREIGN CURRENCY DEPOSIT UNIT TRUST ACCOUNTS; OTHER FIDUCIARY OR INVESTMENT MANAGEMENT ACCOUNTS, 417 SECURITY DEPOSIT FOR THE FAITHFUL PERFORMANCE OF TRUST AND OTHER FIDUCIARY BUSINESS. i. These constituencies or stakeholders have the right to expect that the institution is being run in a prudent and sound manner.
Specific duties and responsibilities of a director. In this regard, the board of directors shall: (1) Define appropriate governance structure and practices for its own work, and ensure that such practices are followed and periodically reviewed: (a) The board of directors shall structure itself in a way, including in terms of size and frequency of meetings, so as to promote efficiency, critical discussion of issues, and thorough review of matters. The position of a director is a position of trust. (3) Actively engage in the affairs of the BSFI and keep-up with material changes in the BSFIs business and regulatory environment as well as act in a timely manner to protect the long-term interests of the BSFI. hmo6 All members of the board of directors shall have reasonable access to any information about the BSFI at all times. f. To contribute significantly to the decision-making process of the board. (2) Approve and oversee the implementation of performance standards as well as remuneration and other incentives policy. b. The board of directors shall also ensure that adequate and appropriate information flows internally and to the public. b. (3) Oversee the development of, approve, and oversee the implementation of policies and procedures relating to the management of risks throughout the BSFI. The powers of the board of directors as conferred by law are original and cannot be revoked by the stockholders. (e) The board of directors shall ensure that individual members of the board of directors and the shareholders are accurately and timely informed of a comprehensive and understandable assessment of the BSFIs performance, financial condition, and risk exposures.
b. They may not disclose said information to any other person without the authority of the board. (3) Oversee the integrity, independence, and effectiveness of BSFIs policies and procedures for whistleblowing. BSFIs shall furnish aII of their first-time directors within a BSFI with a copy of the specific duties and responsibilities of the board of directors and as an individual director prescribed under Sec. To promote checks and balances, the chairperson of the board of directors shall be a non-executive director or an independent director, and must not have served as CEO of the BSFI within the past three (3) years. The board of directors has the fiduciary responsibility to the BSFI and all its shareholders including minority shareholders. (e) The board of directors shall understand the roles, the relationships or interactions of each entity in the group with one another and with the parent company. b. All final decisions of the board of directors on material RPTs, including important facts about the nature, terms, conditions, original and outstanding individual and aggregate balances, justification and other details that would allow stockholders to make informed judgment as to the reasonableness of the transaction, must be clearly disclosed during stockholders meetings and duly reflected in the minutes of board of directors and stockholders meetings. BANGKO SENTRAL (4) Approve and oversee the implementation of policies governing major areas of the BSFIs operations. Xw+f|SF#!hhD`id&FT`.tm2E6n?'!
Specific duties and responsibilities of the board of directors. In this regard: (a) The board of directors shall ensure that the risk management, compliance and internal audit functions have proper stature in the organization, have adequate staff and resources, and carry out their responsibilities independently, objectively and effectively. (d) The board of directors shall maintain adequate capital against risks associated with exposures to related parties.
(g) The board of directors shall maintain appropriate records (e.g., meeting minutes or summaries of matters reviewed, recommendations made, decisions taken and dissenting opinions) of its deliberations and decisions. It shall establish a sound corporate governance framework. In this respect, the board of directors shall establish an effective succession planning program. 421 AUTHORITY TO PERFORM INVESTMENT MANAGEMENT, 423 CONDUCT OF INVESTMENT MANAGEMENT ACTIVITIES, 424 SECURITY DEPOSIT FOR THE FAITHFUL PERFORMANCE OF INVESTMENT MANAGEMENT ACTIVITIES, 431 SECURITIES CUSTODIANSHIP AND SECURITIES REGISTRY OPERATIONS, 437 AUTHORITY RESULTING FROM MERGER OR CONSOLIDATION, 438 NON-TRUST, NON-FIDUCIARY AND/OR NON-INVESTMENT MANAGEMENT ACTIVITIES, 440 SURRENDER OF TRUST OR INVESTMENT MANAGEMENT LICENSE, PART FIVE MANUAL OF REGULATIONS ON FOREIGN EXCHANGE TRANSACTIONS, PART SIX TREASURY AND MONEY MARKET OPERATIONS, A. The positions of chairperson and CEO shall not be held by one (1) person. 105 ESTABLISHMENT/RELOCATION/VOLUNTARY CLOSURE/SALE OF BRANCHES/BRANCH-LITE UNITS, 106 ESTABLISHMENT OF SUB-BRANCHES OF FOREIGN BANK BRANCHES, 109 BANK PREMISES AND OTHER FIXED ASSETS, 113-B MARKETING, SALE AND SERVICING OF MICROINSURANCE PRODUCTS BY THRIFT BANKS, 113-C MARKETING, SALE AND SERVICING OF MICROINSURANCE PRODUCTS BY RURAL AND COOPERATIVE BANKS. (3) Oversee the performance of senior management and heads of control functions: (a) The board of directors shall regularly monitor and assess the performance of the management team and heads of control functions based on approved performance standards. (7) Approve an overarching policy on the handling of RPTs to ensure that there is effective compliance with existing laws, rules and regulations at all times, that these are conducted on an arms length basis, and that no stakeholder is unduly disadvantaged. It shall approve and oversee the implementation of strategies to achieve corporate objectives. a. *>[2o+91SN15gV4Nv'8Y(oJwE+c;c[sZWmll6uZ,0t[.UO9|%$i0
o#uB!iEa_dRXM=0igK ?TzP.Xxph xcVu#gB.#rkaipKC\AP0;D?E7P[k+DXmZ7[r|5`5.5&XeH%QjVG8/JKUSvZU#`YzBCL~/azKy-a[),5.m%w^[[dM)0[ This shall, however, exclude DOSRI transactions, which are required to be approved by the board of directors. Malate Manila, (b) The board of directors shall hold members of senior management accountable for their actions and enumerate the possible consequences if those actions are not aligned with the board of directors performance expectations. The board of directors shall regularly review these policies, as well as evaluate control functions (e.g., internal audit, risk management and compliance) with senior management to determine areas for improvement as well as to promptly identify and address significant risks and issues. Directors must observe the confidentiality of non-public information acquired by reason of their position as directors. In this regard: (a) The board of directors shall define and approve appropriate governance policies, practices and structure that will enable effective oversight of the entire group, taking into account the nature and complexity of operations, size and the types of risks to which the BSFI and its subsidiaries are exposed. x&,G4`Ra@$F)t;_-= n9?|RZ\Zw. The board of directors shall establish, actively promote, and communicate a culture of strong governance in the BSFI, through adopted policies and displayed practices. When a disagreement with others occurs, he should carefully evaluate the situation and state his position. In this regard, material risks arising from RPTs shall be considered in the capital planning process. A director should view each problem/situation objectively. A director should also keep himself informed of the industry developments and business trends in order to safeguard the institutions competitiveness. (6) Ensure that employee pension funds are fully funded or the corresponding liability appropriately recognized in the books of the BSFI at all times, and that all transactions involving the pension fund are conducted at arms length terms. Policies shall likewise be set on how such concerns shall be investigated and addressed, for example, by an internal control function, an objective external party, senior management and/or the board of directors itself. Qualifications of the chairperson of the board of directors. In setting the risk appetite, the board of directors shall take into account the business environment, regulatory landscape, and the BSFIs long term interests and ability to manage risk. g. To exercise independent judgment. 0 (e) The board of directors shall oversee the integrity, independence, and effectiveness of the policies and procedures for whistleblowing. (3) Adopt a policy on retirement for directors and officers, as part of the succession plan, to promote dynamism and avoid perpetuation in power. In this regard, the following shall apply: (1) A non-executive director may concurrently serve as director in a maximum of five (5) publicly listed companies. (6) Oversee the development, approve, and monitor implementation of corporate governance policies. He shall ensure effective functioning of the board of directors, including maintaining a relationship of trust with members of the board of directors. (b) The board of directors shall delegate to appropriate management committee the approval of RPTs that are below the materiality threshold, subject to confirmation by the board of directors.
He should possess unquestionable credibility to make decisions objectively and resist undue influence. The corporate powers of an institution shall be exercised, its business conducted, and all its resources controlled through its board of directors. (c) The board of directors shall regularly meet with senior management to engage in discussions, question, and critically review the reports and information provided by the latter.
SURRENDER OF BANKING LICENSE, LIQUIDATION, AND RECEIVERSHIP, PART TWO DEPOSITS, BORROWINGS AND OTHER LIABILITIES, 201 AUTHORITY TO ACCEPT OR CREATE DEMAND DEPOSITS, 203 TEMPORARY OVERDRAWINGS; DRAWINGS AGAINST UNCOLLECTED DEPOSITS, 204 DEMAND DEPOSITS OF BANK OFFICERS AND EMPLOYEES, 212 PESO SAVINGS DEPOSIT ACCOUNTS OF EMBASSY OFFICIALS, D. NEGOTIABLE ORDER OF WITHDRAWAL ACCOUNTS, 221 AUTHORITY TO ACCEPT NEGOTIABLE ORDER OF WITHDRAWAL ACCOUNTS, 222 MINIMUM FEATURES OF NEGOTIABLE ORDER OF WITHDRAWAL ACCOUNTS, 223 RULES ON SERVICING NEGOTIABLE ORDER OF WITHDRAWAL ACCOUNTS, F. DEPOSIT SUBSTITUTE OPERATIONS (QUASI-BANKING FUNCTIONS), 243 MINIMUM TRADING LOT AND MINIMUM TERM OF DEPOSIT SUBSTITUTE, 244 MONEY MARKET PLACEMENTS OF RURAL BANKS, 246 ISSUANCE OF BONDS AND COMMERCIAL PAPERS, G. RESERVE AGAINST DEPOSIT AND DEPOSIT SUBTITUTES LIABILITIES, 251 ACCOUNTS SUBJECT TO RESERVES; AMOUNTS REQUIRED, 261 INTEREST ON DEPOSITS/ DEPOSIT SUBSTITUTES, 262 DISCLOSURE OF EFFECTIVE RATES OF INTEREST, 263 FEES ON RETAIL BANK PRODUCTS/SERVICES, 274 SERVICING DEPOSITS OUTSIDE BANK PREMISES, 275 CASH PICK-UP/CASH DELIVERY SERVICES; CASH AGENTS, 283 REPURCHASE AGREEMENTS WITH THE BANGKO SENTRAL, 285 EMERGENCY LOANS OR ADVANCES TO BANKING INSTITUTIONS, 286 FACILITY TO COMMITTED CREDIT LINE ISSUERS, 287-B/C COUNTRYSIDE FINANCIAL INSTITUTION ENHANCEMENT PROGRAM (CFIEP) FOR THRIFT, RURAL AND COOPERATIVE BANKS, 288 RECORDING AND REPORTING OF BORROWINGS, 290 ENHANCED INTRADAY LIQUIDITY FACILITY, 292 BORROWINGS FROM TRUST DEPARTMENTS OR INVESTMENT HOUSES, 293-B MORTGAGE/CHM CERTIFICATES OF THRIFT BANKS, 294-C BORROWINGS OF RURAL BANKS/COOPERATIVE BANKS, 295 COLLECTION OF CUSTOMS DUTIES/TAXES/LEVIES AND OTHER REVENUES, AND ACCEPTANCE, ENCASHMENT OR NEGOTIATION OF CHECKS DRAWN IN FAVOR OF COMMISSIONER, 296 COLLECTION AGENTS OF THE SOCIAL SECURITY SYSTEM, 298 DISCLOSURE OF REMITTANCE CHARGES AND OTHER RELEVANT INFORMATION, 299 SEGREGATION OF CUSTOMER FUNDS AND SECURITIES RECEIVED BY BANKS IN THE PERFORMANCE OF THEIR SECURITIES BROKERING FUNCTIONS, PART THREE LOANS, INVESTMENTS AND SPECIAL CREDITS, A. (2) He must have attended a seminar on corporate governance for board of directors. (c) Former Chief Justices and Associate Justices of the Philippine Supreme Court: Provided, further, That this exemption shall not apply to the annual training requirements for the members of the board of directors. All decisions under the delegated authority must be properly recorded in the minutes of the committee meetings. (c) The board of directors shall regularly review the structure, size and composition of the board of directors and board-level committees with the end in view of having a balanced membership. The prescribed scenario/stress tests under the capital planning process shall also capture RPTs in order to determine whether the BSFI is well-insulated from any going concern issue of related parties. If transactions with the institution cannot be avoided, it should be done in the regular course of business and upon terms not less favorable to the institution than those offered to others.
138 DISQUALIFICATION AND WATCHLISTING OF DIRECTORS AND OFFICERS. (iii) Identify, measure, monitor and control risks arising from RPTs. The board of directors should ensure that senior management addresses legitimate issues on RPT that are raised. The basic principle to be observed is that a director should not use his position to make profit or to acquire benefit or advantage for himself and/or his related interests. Towards this end, a system and procedure for evaluation of the structure, size and composition of the board of directors and board-level committees shall be adopted which shall include, but not limited to, benchmark and peer group analysis. endstream
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To the extent practicable, the members of the board of directors shall be selected from a broad pool of qualified candidates. The board of directors shall also establish means to ensure that such policies, practices and systems remain appropriate in light of the growth, increased complexity and geographical expansion of the group. Moreover, since mutual trust and a close working relationship are important, the members of senior management shall uphold the general operating philosophy, vision and core values of the BSFI. He shall: (1) ensure that the meeting agenda focuses on strategic matters including discussion on risk appetites, and key governance concerns; (2) ensure a sound decision-making process; (3) encourage and promote critical discussion; (4) ensure that dissenting views can be expressed and discussed within the decision-making process; (5) ensure that members of the board of directors receive accurate, timely, and relevant information; (6) ensure the conduct of proper orientation for first-time directors and provide training opportunities for all directors; and (7) ensure conduct of performance evaluation of the board of directors at least once a year. (g) The board of directors shall require the risk management, compliance function and internal audit group to conduct a periodic formal review of the group structure, their controls and activities to assess consistency with the board of directors approved policies, practices and strategies and to require said groups to report the results of their assessment directly to the board of directors. h. To have a working knowledge of the statutory and regulatory requirements affecting the institution, including the content of its articles of incorporation and by-laws, the requirements of the Bangko Sentral and where applicable, the requirements of other regulatory agencies. In this regard, the board of directors shall: (1) Define the BSFIs risk appetite. Powers/Corporate powers of the board of directors. The board of directors shall ensure that the groups corporate governance framework includes appropriate processes and controls to identify and address potential intragroup conflicts of interest, such as those arising from intragroup transactions. In selecting independent and non-executive directors, the number and types of entities where the candidate is likewise elected as such, shall be considered to ensure that he will be able to devote sufficient time to effectively carry out his duties and responsibilities. A. Mabini St. cor. ) The program should include a system for identifying and developing potential successors for the CEO and other critical positions. He should not be afraid to take a position even though it might be unpopular. The board of directors shall understand the legal and operational implications of the group structure and how the various types of risk exposures affect the BSFIs capital, risk profile and funding under normal and contingent circumstances. In this regard, the board of directors shall: (1) Approve a code of conduct or code of ethics, which shall articulate acceptable and unacceptable activities, transactions and behaviors that could result or potentially result in conflict of interest, personal gain at the expense of the BSFI as well as the corresponding disciplinary actions and sanctions. The said system will facilitate submission of accurate reports to the regulators/supervisors. PART ONE ORGANIZATION, MANAGEMENT AND ADMINISTRATION, A. CLASSIFICATIONS, POWERS AND OPERATIONS OF BANKS, 101 CLASSIFICATIONS, POWERS AND SCOPE OF AUTHORITIES OF BANKS, 101-B AUTHORITY OF THRIFT BANKS TO ISSUE FOREIGN LETTERS OF CREDIT AND PAY/ACCEPT/NEGOTIATE IMPORT/EXPORT DRAFTS/BILLS OF EXCHANGE, 102 BASIC GUIDELINES IN ESTABLISHING DOMESTIC BANKS.
NG PILIPINAS The board of directors shall understand the legal and operational implications of the group structure and how the various types of risk exposures affect the groups capital, risk profile and funding under normal and contingent circumstances. Board-level committees shall meet as prescribed in their respective charters. a. The board of directors shall be responsible for approving BSFIs objectives and strategies and in overseeing managements implementation thereof. _PHy-dAPjKI)N9 hx|8JOQ:80!\-1C The board of directors shall provide its personnel with regular training opportunities as part of a professional development program to enhance their competencies and stay abreast of developments relevant to their areas of responsibility.
363-B LIMITS ON REAL ESTATE EXPOSURES AND OTHER REAL ESTATE PROPERTY OF TBS, 364 EXPANDED REPORT ON REAL ESTATE EXPOSURES OF BANKS, 373 LIMITS ON INVESTMENT IN THE EQUITIES OF FINANCIAL ALLIED UNDERTAKINGS, 374 INVESTMENTS IN VENTURE CAPITAL CORPORATIONS, 376-A INVESTMENTS IN NON-ALLIED OR NON-RELATED UNDERTAKINGS, 377 INVESTMENTS IN SUBSIDIARIES AND AFFILIATES ABROAD, 378 PRUDENTIAL LIMITS AND RESTRICTIONS ON EQUITY INVESTMENTS, 381 PURCHASE OF RECEIVABLES AND OTHER OBLIGATIONS, 382 ACQUIRED ASSETS IN SETTLEMENT OF LOANS, 384 CREDIT POLICIES OF GOVERNMENT- OWNED CORPORATIONS, 385 REGULATORY RELIEF FOR BANKS UNDER REHABILITATION PROGRAM APPROVED BY THE BANGKO SENTRAL, PART FOUR TRUST, OTHER FIDUCIARY BUSINESS AND INVESTMENT MANAGEMENT ACTIVITIES, 411 AUTHORITY TO PERFORM TRUST AND OTHER FIDUCIARY BUSINESS, 411-B/C GRANT OF AUTHORITY TO ENGAGE IN LIMITED TRUST BUSINESS TO THRIFT BANKS/RURAL BANKS, 416 FOREIGN CURRENCY DEPOSIT UNIT/EXPANDED FOREIGN CURRENCY DEPOSIT UNIT TRUST ACCOUNTS; OTHER FIDUCIARY OR INVESTMENT MANAGEMENT ACCOUNTS, 417 SECURITY DEPOSIT FOR THE FAITHFUL PERFORMANCE OF TRUST AND OTHER FIDUCIARY BUSINESS. i. These constituencies or stakeholders have the right to expect that the institution is being run in a prudent and sound manner.
Specific duties and responsibilities of a director. In this regard, the board of directors shall: (1) Define appropriate governance structure and practices for its own work, and ensure that such practices are followed and periodically reviewed: (a) The board of directors shall structure itself in a way, including in terms of size and frequency of meetings, so as to promote efficiency, critical discussion of issues, and thorough review of matters. The position of a director is a position of trust. (3) Actively engage in the affairs of the BSFI and keep-up with material changes in the BSFIs business and regulatory environment as well as act in a timely manner to protect the long-term interests of the BSFI. hmo6 All members of the board of directors shall have reasonable access to any information about the BSFI at all times. f. To contribute significantly to the decision-making process of the board. (2) Approve and oversee the implementation of performance standards as well as remuneration and other incentives policy. b. The board of directors shall also ensure that adequate and appropriate information flows internally and to the public. b. (3) Oversee the development of, approve, and oversee the implementation of policies and procedures relating to the management of risks throughout the BSFI. The powers of the board of directors as conferred by law are original and cannot be revoked by the stockholders. (e) The board of directors shall ensure that individual members of the board of directors and the shareholders are accurately and timely informed of a comprehensive and understandable assessment of the BSFIs performance, financial condition, and risk exposures.
b. They may not disclose said information to any other person without the authority of the board. (3) Oversee the integrity, independence, and effectiveness of BSFIs policies and procedures for whistleblowing. BSFIs shall furnish aII of their first-time directors within a BSFI with a copy of the specific duties and responsibilities of the board of directors and as an individual director prescribed under Sec. To promote checks and balances, the chairperson of the board of directors shall be a non-executive director or an independent director, and must not have served as CEO of the BSFI within the past three (3) years. The board of directors has the fiduciary responsibility to the BSFI and all its shareholders including minority shareholders. (e) The board of directors shall understand the roles, the relationships or interactions of each entity in the group with one another and with the parent company. b. All final decisions of the board of directors on material RPTs, including important facts about the nature, terms, conditions, original and outstanding individual and aggregate balances, justification and other details that would allow stockholders to make informed judgment as to the reasonableness of the transaction, must be clearly disclosed during stockholders meetings and duly reflected in the minutes of board of directors and stockholders meetings. BANGKO SENTRAL (4) Approve and oversee the implementation of policies governing major areas of the BSFIs operations. Xw+f|SF#!hhD`id&FT`.tm2E6n?'!