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Senior Management

OFFICE OF THE CHAIRMAN Luna, Maria Ana M. Vice Presidents STRATEGY AND DEVELOPMENT Dio, Amy Belen R. BPI FOREX CORP.
Senior Vice Presidents Melliza, Madeline H. Catelo, Felices V. Senior Vice President Erguiza, Susan L. President
Cruz, Rosemarie B. Monfort, Virginia L. De Guzman, Ivy Maria E. Javier, Maria Theresa Marcial Fronda, Dennis T. Figueroa, Susan C.
Gayares, Marita Socorro D. Perez, Art Gerald B. De Paula, Noel Isabelo S. Vice Presidents Lazo, Ma Cynthia N.
Madrilejo, Edgardo O. Quimbo, Joseph Sidney D. De Vera, Jose M. Campos, Lourdes Suzanne S. Pagulayan, Rhodora Adelaida C. BPI EUROPE PLC
Vice Presidents Ramirez, Maria Socorro D. Dulay, Melinda V. Gatmaytan, Ma. Lourdes P. Ramos, Erick M. Managing Director
Almazan, Jinky C. Saguindang, Isagani M. Eala, Jo Ann B. Lukban, Maria Consuelo A. Velasco, Ma Josephine P. Opulencia, Ramon G.
Amado, Frances S. Santos, Ma Claudina C. Feranil, Catherine Y. Osalvo, Emmanuel Jesus G. Vice President
Asis, Ma Cristina F. Silos, Marie Elizabeth L. Florentino, Maria Angelica G. Ysmael, Paul Roderick A. BPI/MS INSURANCE CORP. Yulo, Lizbeth Joan P.
Maramag, Angela Pilar B. Soriano, Ma Dina F. Gatuslao, Carlo Carmelo S. President
Mendiola, Nicanor A. Sta Ana, Ana Liza C. Lacerna, Jenelyn Z. ENTERPRISE SERVICES Takahashi, Masayuki BPI INTERNATIONAL FINANCE LTD.
Paz, Jonathan John B. Sta Ana, Lourdes O. Macatangay, Abraham Daniel J. Executive Vice President Business Directors Managing Director
Sumagpang, Sylvia P. Sy, Cristina J. Marquez, Ma. Carmina T. Jocson, Ramon L. Santos, Alberto C. Lin, Archie
Villaflores-Balatan, Melissa B. Tabo, Eleanor S. Navarrete, Armando T. Jr. Senior Vice Presidents Cutiongco, Ma Perpetua A.
Tadique, Rommel D. Ocliasa, Dominique R. Marquez, Pilar Bernadette C. Bernabe, Anthony Lou M. AYALA PLANS INC.
OFFICE OF THE PRESIDENT Taguba, Janette B. Oliva, Arnold E. Mercado, Eugenio P. Kano, Yasuhiro Director & Officer in Charge
Senior Vice President Uichanco Jr., Edilberto N. Paulino, Ma Genalyn R. Pertierra, Rafael J. Tan, Elizabeth J.
Alonso, Joseph Anthony M. Velez, Gemma T. Santiago, Noel A. Remo, Maria Corazon S. BPI DIRECT BANKO, INC.
Cruz, Ma Luisa L. Sison, Ana Maria C. Vice Presidents President BPI ASSET MANAGEMENT AND TRUST CORP.
Vice Presidents CORPORATE CLIENTS Tan, Ma Elizabeth V. Almirante, Joseph Y. Minglana, Jerome B. President
Jacinto, Miriam Jane M. Executive Vice President Urcia, Luis C. Alviar, Jocelyn C. Vice President Miranda, Mario T.
Mina, Andrea G. Montecillo, Daniel Gabriel M. Villaraza, Carmel Ace Q. Bables, Daniel S. Mabiasen, Rodolfo K. Jr. Senior Vice Presidents
Santos, Jose Roman H. Senior Vice Presidents Yu, Jocelyn O. Bednar, Maria Concepcion A. Chua, Smith L.
Silva, Elisa M. Cruz, Luis Geminiano E. Bernales, Dominador R. Jr. BPI CAPITAL CORP. Garcia, Maria Paz A.
Javier, Maria Cristina U. GLOBAL MARKETS Calingasan, Reynaldo C. President Tan, Sheila Marie U.
RETAIL CLIENTS Untalan, Barbara Ann C. Executive Vice President Chan, Aurora Socorro O. Syquia, Juan Carlos L. Vice Presidents
Executive Vice President Veloso, Roland Gerard Jr. R. Paner, Antonio V. Co, Giovanni Cornelius D. (Co-head, Investment Banking) Ayson, Remarie Suzette A.
Gotuaco, Joseph Albert L. Vice Presidents Senior Vice Presidents Del Fierro, Anna Christina U. Senior Vice Presidents Balita, Jose Erwin B.
Senior Vice Presidents Aniceto, Homer L. Biacora, Estelito C. Ejercito, Dennis Joy B. Cariaso, Reginaldo Anthony B. Cervantes, Miguel P. Jr.
Ang, Olga S. Basilio, Maria Cristina A. Calleja, Michael D. Ferrer, Josephine B. (Co-head, Investment Banking) De Peralta, Yvette Mari V.
Chuidian, Tomas S. Biason, Ma Nanette A. Gasmen, Dino R. Flores, Andre M. Huang, Rhoda A. Dee, Allen Martin O.
Jereza, Jose Raul E. IV Casals, Sheree N. Vice Presidents Lee, Eugene O. Vice Presidents Enrile, Roberto Martin S.
King, Angelie O. De Jesus, Marie Joan Socorro J. Agdeppa, Maria Lourdes Valerie C. Leong, Maria Antonia O. Collado, Marie Natalie J. Evaristo, Mario Gerardo Z.
Maranan, Florendo G. Felipe, Herman Rufino S. Arceo, Henry C. Lim, Roseller B. Gealogo, Noravir A. Jalandoni, Carlos A.
Santamaria, Mary Catherine Elizabeth P. Garcia, Jeanette J. Barrameda, Ma Lourdes D. Lustre, Francisca Ann M. Jardeleza, Francis L. Kawpeng, Marijoy Y.
Vice Presidents Go, Raymond H. Cayetano, Alan C. Narboneta, Elfrida S. Picache, Ma Josefina P. Limketee, Aileen Beryl A.
Aguilar, D’artagnan M. Gozar, Carmencita Lilia B. Cebrero, Jaena A. Segundo, Servillano R. Uy-Tioco, George S. Jr. Manalo, Andrae V.
Altea, Bernardo R. Laquindanum, Mary Jane Y. Dytoc, Brenno C. Umayam, Editha F. Sevilla, Christmas G.
Barroquillo, Ericson H. Lim, Maria Teresa Anna K. Fernandez, Rinaldo H. BPI SECURITIES CORP. Taco, Eliza May T.
Bello, Ronald Bernard P. Lualhati, Genaro N. IV Garcia, Cyril S. BPI FAMILY SAVINGS BANK, INC. Managing Director & CEO Valdez, Amalia Lourdes S.
Braganza, Sonia S. Marcos, Noelito C. Guevara, Jenny C. President Narvaez, Hermenegildo Z. Zialcita, Luis Antonio P.
Bustamante, Ma. Carmencita S. Munoz, Barbara S. Manalo, Susana M. Go, Maria Cristina L. Senior Directors
Diomampo, Irene A. Sangco, Jose Martin S. Neri, Emilio S. Jr. Senior Vice Presidents Bonilla, Claro P. BPI INVESTMENT MANAGEMENT INC.
Dionisio, Florisa F. Pineda, Donarber N. Abola, Joaquin Ma. B. Ongpin, Marianna M. President
Escolar, Richmond Ezer O. FINANCIAL PRODUCTS AND SERVICES Salvan, Jose Esteban J. Carlos, Felipe D. Espiritu, Ruben Enrique A.
Farinas, Ritche G. Executive Vice President Singian, Jennifer Gayle P. Dimayuga, Raul Marcelo D. BPI CENTURY TOKYO LEASE AND FINANCE
Galvez, Marwin L. Paterno, Simon R. Sorra, Jethro Daniel S. Ricardo, Victoria Marie G. CORP. BPI FOUNDATION, INC.
Gangoso, Jesusa Camila V. Senior Vice Presidents Tan, Arthur Noel S. Roces, Ma. Mercedes D. President Executive Director
Gasa, Jose Mari Israel V. Gomez, Jesus Angelo O. Vice Presidents Kurebayashi, Hiroyuki San Diego, Ma. Cristina L.
Gonzales, Glenda M. Luchangco, Eric Roberto M. Altamirano, Ramon Noel S. Vice Presidents
Lamasuta, Aileen S. Ocampo, Marie Josephine M. Ampolitud, Mary Jane L. Bandol, Christine Grace A.
Lucero, Joseph L. Parungao, Joseph Philip Anthony S. Ballelos, Luisito R. Ikeda, Masahito
Tagaza, Manuel C. Celestino, Aurora L.

88 2017 Integrated Report ENRICHING RELATIONSHIPS 89


Corporate Governance 102-19 Leadership

In 2017, the changes in pressures and dynamics Another major governance milestone for Advisory Council Board Charter As we are a financial institution imbued with revoked by the stockholders. The Directors hold
around the world that boards of directors faced 2017 was the creation of the Director’s Code public interest, qualifications for membership their office, charged with the duty of exercising
were diverse and significant in their impact. of Conduct. The renewal of the Employee’s The Advisory Council to the Chairman was The charter of the Board of Directors articulates in our Board of Directors are dictated by our sound and objective judgment for the best
Globally, institutional investors continued Code surfaced the need to create a separate organized following the annual stockholders with specificity the governance and oversight Amended By-Laws, Manual of Corporate interest of the Bank.
their push for more uniform standards of Code for Directors because of the specific meeting in April 2016. The Advisory Council responsibilities exercised by the directors and Governance, the Corporation Code, and relevant
corporate governance while also increasing conduct rules and standards applicable only was formed to expand the range of expertise, their roles and functions in the Bank. It includes regulations of the Bangko Sentral and the SEC. Duties and Responsibilities 102-26
their expectations of the role that boards should to the Board which would not be covered experience, and collective wisdom available to provisions on Board composition, Board
play in responsibly representing shareholders. under the Employee’s Code. There was also the Bank. Committees and board governance, subject to As a publicly listed company, we also take The Board bears the primary responsibility
Regulators, particularly in emerging economies a need for a separate Director’s Code to also the Bank’s Articles of Incorporation, Amended special care to ensure that the Board’s for creating and enhancing the long-term
and those with nascent corporate governance improve compliance with the aforementioned Board of Directors By-Laws and applicable laws and does not limit, composition and the director qualifications shareholder value of BPI, and generating
regimes, responded by aligning approaches to BSP Circular 900 and SEC Code, as well enlarge or change in any way the responsibilities meet the pertinent governance regulations, reasonable and sustainable returns on
corporate governance within and across borders as the standards of the ASEAN Corporate The leadership and stewardship of the Board of of the Board. requirements, and standards of the PSE. shareholder capital by, among others, reviewing
and pushing for governance reforms that Governance Scorecard Version 2. The creation Directors is one of the most important factors and approving the Bank’s mission, vision,
compelled boards in publicly-listed companies of the Director’s Code, predating the issuance accounting for the Bank’s long-term growth The Board Charter is incorporated in our Manual See Annex A149-A153 for full biographies of our strategies and objectives; appointing senior
to demonstrate how much more they are of BSP Circular 969 on Enhanced Corporate and success. In discharging their oversight of Corporate Governance, both of which are Board of Directors. executives and confirming organizational
actively involved in a company beyond guiding Governance Guidelines for BSP Supervised responsibilities as guardians of the Bank’s reviewed annually. The Bank’s updated and structures; approving enterprise-wide
strategy-setting for long-term value creation. Financial Institutions, correctly anticipated the financial prudence and strength, the Board revised Manual of Corporate Governance was Diversity policies and procedures; monitoring business
shifting governance focus and overriding theme provides challenge, oversight, and advice to approved and adopted by our Board of Directors and financial performance; overseeing risk
Not coincidentally, the Bank had already begun both locally and in the region which was: the ensure that BPI continues to do the right things in its entirety on May 31, 2017. The Board Diversity Policy, adopted in 2015, management frameworks and risk appetite, and
further strengthening its corporate governance importance of board quality, composition and the right way, assuring its long-term sustainable underscores diversity at the Board level as fostering regulatory compliance.
framework early in 2017. One of the first major governance. success. Under the leadership of the Chairman, Composition and Qualifications an essential element of sound corporate
initiatives was the redrafting of the Employee’s the Board creates the framework within which governance, sustainable and balanced Selection 102-24
Code of Business Conduct and Ethics. In the Looking ahead to 2018, even with the the Bank’s executive team, headed by our Board membership was reinvigorated in 2017 development, and effective business strategy.
past 2-3 years, regulators had been shifting heightened challenge to transform into a more President and Chief Executive Officer, steers with the election of a new Non-Executive Diversity—in terms of gender, age, cultural Our shareholders may recommend candidates
much of their focus on testing the robustness strategically focused, technologically modern, the business. The Board sets the Bank’s strategy Director to replace an outgoing one at the background, education, professional experience, for board membership for consideration
of the corporate governance framework of and operationally agile institution that provides and risk appetite, and approves capital and Annual Stockholders' Meeting in April. Majority skills, knowledge, length of service, and other by the Nominations Committee. Such
listed companies and financial institutions. relevant and competitive products and services operating plans presented by management for or 14 of the 15-member board still comprised regulatory requirements—is duly considered recommendations are sent to the Committee
BSP Cir. 900, Guidelines on Operational Risk in the face of unyielding competition from sustainable achievement of strategic objectives. of Non-Executive Directors, safeguarding the in the design and selection of the Board’s through the Office of the Corporate Secretary.
Management, and the SEC Code of Corporate fintech disruptors and non-traditional digital independent oversight of management. The composition. Candidates recommended by shareholders
Governance for Publicly-Listed Companies, payment companies, BPI’s main competitive Considering the Bank’s role in the BPI group as only executive Director is the Bank’s President are evaluated in the same manner as Director
both issued in 2016, pointed to the need for us advantage remains to be its uncompromising parent and publicly listed company, the Board of and CEO. The size of our Board is deemed Almost a third of our 2017 Board are women, candidates identified by any other means. The
to review our Code of Conduct and make the integrity and governance standards that Directors ensures that BPI maintains an effective, appropriate given the complexity of operations two of whom are Independent Directors. Committee itself may identify and recommend
necessary amendments. buttress its more than 166-years as a Trusted high-level risk management and oversight of the Bank and the entire BPI group, the qualified individuals for nomination and election
Bank. process across all companies in the group, with geographical spread of our business, and Our full Board Diversity Policy may be read in to the Board. For this purpose, the Committee
The renewed Code is more comprehensive due consideration for the group’s business and the significant time demands placed on the our website, www.bpiexpressonline.com, under may utilize professional search firms and
encompassing conduct provisions aligned Our corporate governance practices are reputation, the materiality of financial and other Directors. About Us/Corporate Governance/Board Matters. other external groups to search for qualified
with the BPI Credo, that bring to the fore the embodied in our Manual of Corporate risks inherent in the business, and the relative candidates.
interests of our clients, employees, shareholders Governance and the Integrated - Annual costs and benefits of implementing specific Our Board of Directors enjoys the trust and Power of the Board of Directors
and the nation. New regulatory mandates on Corporate Governance Report, which may controls. respect of the local and international business The Nominations Committee pre-screens the
consumer protection and data privacy were be read in our website at https://www. community. They are established professionals The corporate powers of a bank shall be candidates and prepares a final list of candidates
incorporated as well. The renewed Code was bpiexpressonline.com under About Us/ The Board also decides on all other important who provide perspective, objectivity, practical exercised, its business conducted and all its prior to the Annual Stockholders' Meeting. Only
approved by the Personnel and Compensation Governance. matters that pertain to the entire group, in wisdom, and sound judgment in their oversight, property controlled and held by its Board of nominees whose names appear on the final
Committee and Executive Committee in August view of their strategic, financial, regulatory and recommendations and evaluation of bank Directors. The powers of the Board of Directors list of candidates are eligible for election to the
and was published on the company website in reputational implications. operations and management. as conferred by law are original and cannot be Board.
September 2017.

90 2017 Integrated Report ENRICHING RELATIONSHIPS 91


No other nomination shall be entertained after Compliance Act, Securities Regulations Code, Board members receive per diems for each Stockholders' Meeting to that of the following Using a widely-advocated, standard evaluation and proactive measures in the Bank’s executive
the final list of candidates are drawn up. No SEC memorandum circulars, and Bangko Sentral occasion of attendance at meetings of the Board year. Special meetings may be called for as method of self-assessment and feedback review, succession planning. And as part of the same
nomination shall be entertained or allowed regulations, among others. The Bank brings in or of a board committee. All fixed or variable needed. Discussions during the board meetings performance is assessed across four levels: the executive planning process, the Committee as a
on the floor during the Annual Stockholders' technical, subject matter experts as needed. remuneration paid to directors may be given as are open and independent views are given due Board as a body, Board Committees, individual whole or a part thereof, in consultation with the
Meeting. Other in-bank courses, also available to senior approved by stockholders during the Annual consideration. Board reference materials are Directors, and President and CEO. Key evaluation Board and the President and CEO, evaluates and
management, include seminars and online Stockholders Meeting, upon recommendation made available to the directors at least five days criteria are built on the Board’s terms of nominates potential successors to the President
Board members are elected by BPI stockholders courses on anti-money laundering, business of the Personnel and Compensation Committee. in advance of the scheduled meeting. reference and committee charters, and framed and the CEO.
who are entitled to one vote per share at the continuity management, conflict of interest, risk Other than the usual per diem arrangement around broad leadership fundamentals and best
Bank’s Annual Stockholders' Meeting, where management overview, and information security for Board and Committee meetings and the Independent and Non-Executive Directors of practices. Our succession planning has effectively ensured
votes may be cumulated as provided for in the awareness. Board members also regularly attend aforementioned compensation of Directors, the Bank also meet at least once a year without leadership continuity in the last two decades,
Corporation Code. The nominees receiving governance fora, conferences, and summits. there is no standard arrangement as regards the presence of the executive director or The Corporate Governance Committee witnessing three President and CEO changes,
the highest number of votes are declared compensation of directors, directly or indirectly, management. processes and tabulates the results of the self- marked by early planning and mentoring,
elected and hold office for one year until In 2017, all the members of our Board, including for any other service provided by the directors assessments and communicates them to the smooth organizational and operational
their successors, qualified in accordance with our senior officers, attended the requisite for the last completed fiscal year. In 2017, average attendance of re-elected Board. Areas for improvement are discussed by transitioning, and prudent but progressive
the by-laws, are elected at the next Annual corporate governance seminars provided by and newly-elected members at the Board the Board, in order to agree on remedial actions. institutional building at BPI and across the BPI
Stockholders' Meeting. SEC- and Bangko Sentral-accredited institutions. Board members with executive responsibilities of Director’s 14 meetings was 94%. In those The Corporate Governance Committee may also group. Our Board is likewise regularly refreshed
within the BPI group are compensated as full- instances when a Director was unable to develop recommendations and action plans for in a continuing cycle for the Bank to remain
Induction and Director Education 102-27 Remuneration 102-35, 102-36 time officers of the company, not as Executive attend meetings due to prior commitments or the Board, whenever necessary and desirable. relevant, agile, and anticipatory of future
Directors or Non-Executive Directors. unavoidable events, said Director provided input programs and directions.
Board members acquire appropriate skills upon Our remuneration decisions for the Board and to the chairman so that his views were known
appointment, and thereafter remain abreast of management are aligned with risk incentives No director participates in discussions of the and considered. Succession Planning and Talent Board Committees 102-22
relevant new laws, regulations, and changing and support sustainable, long-term value remuneration scheme for himself or herself. Management
commercial risks through in-house training and creation. Apart from ensuring that Board and Historically, total compensation paid annually to The Board’s full-year attendance at the 2017 The Board established Committees to heighten
external courses. management pay appropriately reflects industry all directors has been significantly less than the Board Meetings and Committee Meetings may Financial services today face many the efficiency of board operations and assist in
conditions and financial performance, the Bank cap of 1% of the total net income stipulated by be found in Annex A155. transformative factors— regulation, market exercising its authority for oversight of internal
New Directors are briefed on BPI’s background, likewise rebalances returns back to shareholders the Bank’s Amended By-Laws. The remuneration disruption, new technologies and business control, risk management, and performance
organizational structure, and, in compliance with through consistent dividend declaration. policy is reviewed annually to ensure that it Performance Evaluation and models, competition—that affect the business monitoring of the Bank. In 2017, the Bank
Bangko Sentral Circular No. 758, the general and remains competitive and consistent with the Self-Assessment 102-28 in major and long-term ways. Our Board had eight Board-level committees. As part
specific duties and responsibilities of the Board. Under the Bank’s Amended By-Laws, as Bank’s high performance culture, objectives, understands that the Bank must continually of the annual Board effectiveness review, a
They also receive briefings on relevant policies approved by the shareholders, the Board of and long-term outlook, risk assessment and Monitoring of governance by the Board requires evolve, adapt, and even restructure the business separate exercise was conducted to assess the
and rules governing their roles as Directors. They Directors, as a whole, determines the level of strategies. a continuous review of the internal structure of to remain ahead of strategic, market, technology performance of each of the eight committees.
are given an overview of the industry, regulatory remuneration and/or benefits for directors the Bank to ensure that there are clear lines of and regulatory shifts. The Board, through its The assessment found that all the committees
environment, business of banking, strategic sufficient to attract and retain directors and In 2017, BPI’s Board of Directors, as a whole, accountability for management throughout the Personnel and Compensation Committee, performed effectively.
plans of the Bank, its governance framework, compensate them for their time commitments received a total of P70.32 million as fees and organization. manages the talent pipeline and assembles the
i.e., Manual of Corporate Governance, Director’s and responsibilities of their role. other compensation for the services rendered required personnel capable of navigating such Attendance of the members of our Board to the
Code of Conduct, Board operations (schedules, by them to the Bank for the same year. The In this regard, the Board, under the guidance of changes. various committee meetings in 2017 are shown
procedures and processes), including support Our Personnel and Compensation Committee compensation for all Directors in 2017 was the Corporate Governance Committee, annually in Annex A155.
from the Corporate Secretary and senior recommends to the Board the fees and other equivalent to less than 1% of the net income of conducts a self-assessment to ascertain the In consultation with the President and CEO,
management. compensation for directors, ensuring that the Bank before tax. alignment of leadership fundamentals and the Personnel and Compensation Committee The charters of all Board-level committees are
compensation fairly remunerates directors for issues, validate the Board’s appreciation of its reviews the Bank’s talent development process found in our website, www.bpiexpressonline.
Continuing education of Board members work required in a company of BPI’s size and Meetings and Attendance roles and responsibilities and confirm that the for proper management. Senior management com under About Us/Governance/Board
includes internal meetings with senior scope. As provided by our Amended By-Laws Board possesses the right mix of background provides a report to this Committee on Matters.
executives and operational or functional and pursuant to a Board resolution, each The BPI Board meets regularly for the effective and competencies. Performance of the Board the results of its talent and performance
heads, dedicated briefings on specific areas director is entitled to receive fees and other discharge of its obligations. Regular is measured on the basis of what it delivers and review process for key management positions
of responsibility within the business and compensation for his services as director. The board meetings are convened monthly, held how it delivers, how it meets its responsibilities and other high-potential individuals. Aside
special presentations on current issues or Board has the sole authority to determine the every third Wednesday of the month. Board to all BPI stakeholders, and how it addresses from ensuring that there is a sufficient pool
regulatory initiatives with respect to Data amount, form, and structure of the fees and of Directors meetings are set immediately issues that impact the Board’s ability to of qualified internal candidates to fill senior
Privacy, Cyber Risk and Cyber Security, the other compensation of the directors. In no case after the Annual Stockholders Meeting to effectively fulfill its fiduciary duties. leadership positions, this review process
Anti- Money Laundering and Terrorist Financing shall the total yearly compensation of the Board cover the full term of the newly elected or identifies opportunities, performance gaps,
Prevention Program, Foreign Account Tax of Directors exceed 1% of the Bank’s net income re-elected members of the Board, reckoned
before income tax during the preceding year. from the date of the current year’s Annual

92 2017 Integrated Report ENRICHING RELATIONSHIPS 93


Executive Committee

The Executive Committee, between meetings with bank policies, applicable laws, and
Chairman Jaime Agusto Zobel de Ayala
of the Board, possesses and exercises all regulatory requirements.
powers of the Board in the management and This Committee also reviews the external
Vice Chairman Fernando Zobel de Ayala direction of the affairs of the Bank subject to auditor’s annual audit plan and scope of
the provisions of its by-laws, and the limitations work, and assesses its overall performance
of the law and other applicable regulations. and effectiveness. In consultation with
It serves as the operating arm of the Board in management, this Committee also approves
Members Cezar P. Consing, President and CEO
Rebecca G. Fernando all matters related to corporate governance. the external auditor’s terms of engagement
Aurelio R. Montinola III It approves all major policies and oversees and audit fees.
Antonio Jose U. Periquet (Independent)
Mercedita S. Nolledo all major risk-taking activities, including the
approval of material credit exposure. Risk Management Committee
Chairman Octavio V. Espiritu (Independent)

Corporate Governance Committee The Risk Management Committee is tasked


Chairman Dolores B. Yuvienco (Independent) with nurturing a culture of risk management
The Corporate Governance Committee across the enterprise. It supports the Board by Members Romeo L. Bernardo (Independent)
assists the Board in fulfilling its corporate Aurelio R. Montinola III
overseeing and managing the Bank’s exposures
Dr. Astrid S. Tuminez (Independent)
Members Mercedita S. Nolledo governance responsibilities, and ensures the to financial and non-financial risks, assesses
Ignacio R. Bunye (Independent) Board’s effectiveness and due observance of new and emerging risk issues across the Bank,
Dr. Astrid S. Tuminez (Independent)
sound corporate governance principles and regularly reviews the Bank’s risk management
guidelines, as embodied in the Manual of appetite, policies, structures and metrics, and
Corporate Governance. monitors overall liquidity and capital adequacy,
in order to meet and comply with regulatory and
Nomination Committee international standards on risk measurement
and management.
The Nominations Committee ensures that the Chairman Fernando Zobel de Ayala

Board of Directors is made up of individuals Personnel and Compensation Committee


of proven integrity and competence, and
Chairman Romeo L. Bernardo (Independent)
that each possesses the ability and resolve to The Personnel and Compensation Committee Members Romeo L. Bernardo (Independent)
Aurelio R. Montinola III
effectively oversee the Bank in his capacity as directs and ensures the development and
Delfin C. Gonzales, Jr.
board member and member in their respective implementation of long-term strategies Gerardo C. Ablaza, Jr.
Members Jaime Augusto Zobel de Ayala board committee. This Committee also reviews and plans for the Bank’s human resources,
Fernando Zobel de Ayala
Xavier P. Loinaz (Independent) and evaluates the qualifications of all persons in alignment with the Board’s vision for the
Aurelio R. Montinola III nominated to the Board. organization.
Chairman Mercedita S. Nolledo
Audit Committee Retirement and Pension Committee

The Audit Committee monitors and evaluates The Retirement and Pension Committee Members Delfin C. Gonzalez, Jr.
Rebecca G. Fernando
the adequacy and effectiveness of the Bank’s oversees the fiduciary, administrative,
Chairman Xavier P. Loinaz (Independent) system of internal control systems, risk investment portfolio, and other non-investment
management, and governance practices. It aspects of the Bank’s retirement plan.
provides oversight on the integrity of the
Bank’s financial statements and financial
Members Octavio V. Espiritu (Independent)
Dolores B. Yuvienco (Independent) reporting process, performance of the internal
and external audit functions and compliance

94 2017 Integrated Report ENRICHING RELATIONSHIPS 95


Operating Management 102-18, 102-22

The following is an overview of the Bank’s principal activities and its functional organization (as of December 31, 2017): BPI TABLE OF ORGANIZATION

Chairman Octavio V. Espiritu (Independent) Board of Directors

Corporate
Members Rebecca G. Fernando Secretary
Romeo L. Bernardo (Independent)
Rosemarie B. Cruz, Chief Audit Executive
Related Party Risk Management Corporate Governance
(Non-Voting)
Transaction Committee Committee
Executive Committee Committee
Audit Committee
Marita Socorro D. Gayares, Chief
Compliance Officer (Non-Voting)

President & CEO

Risk Management
Customer Compliance Internal Audit
Related Party Transaction Committee Experience

The Related Party Transaction Committee is It independently reviews, vets, and endorses Strategy & Enterprise
Client Segments Financial Products Global Markets Chief Credit
Development Services
charged with ensuring that the Bank’s dealings significant and material related party
with the public and various stakeholders are transactions—above and beyond transactions
Deposits
imbued with the highest standards of integrity. qualifying under directors, officers, shareholders, Retail Corporate Balance Sheet Strategic & Human
Management Corp Planning Resources
In conjunction with the Executive, Audit, Risk, and related interests restrictions—such that Loans
Centralized Information
and Corporate Governance Committees, this these transactions are dealt on terms no less SME Unsecured Sales Accounting Systems
Committee endeavors to ensure compliance favorable to the Bank than those generally Lending and
Cards Trading Legal Services Centralized
with Bangko Sentral regulations and guidelines available to an unaffiliated third party under the
Operations
Electronic
on related party transactions. same or similar circumstances.
Channels Facilities
Services
Remittance
Security Office
Partnership
Distribution Corporate
Affairs
Cash Sustainability
Management Office

BPI Family BPI Direct BanKo BPI Capital BPI Investment BPI Forex
BPI Asset
Savings Bank, Inc. Inc. Corporation Management Inc. Corporation
Management &
Trust Corporation

BPI International BPI Europe BPI Foundation, BPI/MS BPI PhilAm Life BPI Century Tokyo
Finance Ltd. Plc Inc. Insurance Corp. Assurance Corp. Lease and Finance
Corp.

96 2017 Integrated Report ENRICHING RELATIONSHIPS 97


Risk Management 102-30

Organization operational and financial reporting to protect Comprehensive Framework. BPI pursues best and processes, and risk-intelligent data and management policies and methodologies
the Bank’s reputation for integrity and fair practices in enterprise risk management across technology. It oversees and manages our in alignment with our strategy. The CRO,
BPI’s President and CEO is responsible for dealing. We also strive to achieve accountability our businesses and processes. We espouse a exposures to financial and non-financial risks who is primarily responsible for the overall
formulating the business strategy and the in our revenue performance, efficiency in our comprehensive risk management and capital and monitors our regulatory and internal capital management of the BPI Group’s total risk,
overall management of the Bank in order to expenditure of resources, and high quality in management framework, which integrates the adequacy vis-a-vis these exposures. It nurtures ensures that risks are rationally undertaken,
fulfill its objectives. Effective January 2017, the the delivery of services and achievement of identification, measurement, monitoring, and a culture of risk management across the BPI within our risk appetite and commensurate to
Bank has eight senior executive officers, each customer satisfaction. Our management controlling of our risk exposures. We work to Group and exercises oversight over the various returns on capital. Our risk appetite is a careful
responsible for an area of the Bank’s business. is periodically reviewed and rewarded according ensure that we have adequate liquidity and subsidiaries across the enterprise. We manage measure of the amount of risk we are willing
They directly report to the President and CEO. to their performance relative to innovation, capital at all times in order to mitigate risks. Our risks through clearly-delineated functions, using to assume in order to achieve our business
initiatives, assigned targets, and feedback from framework conforms not only with our own the “three lines of defense” model, to ensure objectives. Our risk appetite statements on key
These senior executive officers are Joseph Albert customers, peers, and the Board. rigorous standards, but also with Bangko Sentral effective risk management governance and risk areas are regularly reviewed, approved by,
L. Gotuaco, Executive Vice President, Retail directives promoting an effective internal control processes across the Bank. This model and reported to the Board through the RMC.
Clients; Daniel Gabriel M. Montecillo, Executive We place strong emphasis on prudent capital adequacy assessment and other risk defines the risk management responsibilities
Vice President and Head, Corporate Clients; risk-taking and risk management. Specific management processes. Our risk management of each unit depending on whether they own We track risks according to three major
Simon R. Paterno, Executive Vice President and management committees ensure that framework focuses on three key components: and manage the risk (1st line), oversee risk classifications—credit, market and liquidity, and
Head, Financial Products and Services; Antonio major risks are identified, measured, and sound risk governance; effective processes, management (2nd line), or provide independent operational and IT. Credit risk arises from our
V. Paner, Treasurer, Executive Vice President controlled against established limits. These information systems, and controls; and timely assurance on the quality and effectiveness of risk core lending and investing business; market
and Head, Global Markets; Ramon L. Jocson, key management committees are the Credit and reliable data. management (3rd line). and liquidity risk arises from our business in
Executive Vice President and Head, Enterprise Committee, Assets and Liabilities Committee, managing interest rate and liquidity gaps, as
Services; Maria Theresa Marcial Javier, Chief Operational and IT Risk Management Risk management in BPI follows a top-down Our risk culture is strongly anchored in our vision well as in the trading and distribution of fixed
Finance Officer, Senior Vice President and Committee, Crisis Resiliency Committee, approach, with risk-appetite setting and overall of transparency and integrity in the workplace, income, foreign exchange, and derivative
Head, Strategy and Development; Edgardo O. Information Technology Steering Committee, risk strategy emanating from the Board of creation of sustainable value, and delivery of instruments (as allowed by regulation); and
Madrilejo, Senior Vice President and Chief Risk Capital Expenditures Committee, Anti-Money Directors. Our Board fulfills its risk management maximum returns to shareholders. In order operational and IT risk arises from inadequate
Officer; and Joseph Anthony M. Alonso, Senior Laundering Evaluation Committee, Fraud and function through the Risk Management to succeed in our mission of satisfying our or failed internal processes, people, information
Vice President and Chief Credit Officer. Irregularities Committee, ROPA Sales Committee, Committee. The RMC defines risk appetite responsibilities to our clients, employees, technology and systems, and threats from
and Management Vetting Committee. Members statements at functional risk areas, aggregate, shareholders, and country, we exercise external events that pose risks of financial losses
Planning and Performance Management of these committees are senior officers (in and enterprise levels, and directs our risk proactive and prudent risk management. and damage to our reputation.
the case of the Information Technology strategy anchored on sound risk management Our Risk Management Office, headed by the
The Bank articulates its strategy in periodic Steering Committee, a non- executive board governance, value-enhancing risk methods Chief Risk Officer, leads the formulation of risk
planning exercises, realizes plans in formal member) who are subject matter experts in
budgets, and conducts periodic performance areas of knowledge relevant to the respective
reviews against both our budgets and our past committees. They include client specialists, Risk Management Committee of the Board of Directors
performance. We act in accordance with well- product specialists, senior officers of the
defined operating policies and procedures, and Risk Management Office, and other senior
ensure the accuracy and transparency of our executives. Chief Risk Officer

Risk Officers of BPI Subsidiaries &


BPI Business Risk Officers (BROs)

Market & Liquidity Operational & IT Credit Risk Modeling,


Credit Policy & Risk Management
Risk Management Risk Management Analytics & MIS

Risk Models Validation Risk Systems

98 2017 Integrated Report ENRICHING RELATIONSHIPS 99


We have established robust and effective risk parameters are met by the various lending with assumed write down scenarios on our large requirements. Using this method, our credit liquidity risk exposures were generally within We ensure adequate liquidity levels at all times
management processes and controls that allow units. In 2017, we experienced significant exposures, exposures by industry (including real exposures to sovereigns, corporates and banks the RMC-approved limits. and contingency plans are in place in the
us to manage risks closer to their source, either growth in loan volumes but ably managed estate), and consumer portfolios. Any shortfall are risk-weighted to reflect credit assessment event of liquidity stress. Our liquidity profile is
preventing them from happening or mitigating overall low credit risk and maintained asset is expected to be adequately covered by our from eligible ratings agencies (Fitch, Moody’s, We closely monitor the risk exposures of both measured and monitored through the minimum
their impact. We use various methodologies, quality, in general compliance with regulatory realizable future income. Standard & Poors, and PhilRatings, where trading and non-trading portfolios. Assets in both cumulative liquidity gap (MCLG) metric. MCLG
tools, and systems to measure our risk exposure. and prudential requirements relating to credit applicable). This method also allows for the use on- and off-balance sheet trading portfolios are measures the smallest net cumulative cash
We continuously invest in risk technology and risk management (for example, DOSRI and RPT We regularly review the appropriateness of of eligible collaterals (cash, financial instruments, marked-to-market and the resulting gains and inflow (if positively gapped) or the largest net
business-enabling systems, and enhance our compliance, single borrower’s limits, and credit classifications and impairment rates of classified and guarantees) to mitigate credit risk. We losses are recognized through profit or loss. cumulative cash outflow (if negatively gapped)
processes to ensure completeness and accuracy concentration, amongst others). loan accounts for proper assessment of loan ensure all documentation used in collateralized Market risk exposures from these portfolios are over the next three months. This indicates the
of data, and timely reporting. quality. Corporate exposures are classified and or guaranteed transactions are binding on all measured by using the historical simulation biggest funding requirement in the short term
We continue to maintain a diversified loan managed according to rating grades. Each parties and legally enforceable in the relevant value-at-risk model complemented by several and the degree of liquidity risk present in the
Our financial risk management is carried portfolio with no significant concentrations. rating grade has a corresponding probability of jurisdiction. risk metrics such as Stop Loss and DV01. We current cash flow profile of the Bank. BPI, on a
out by a dedicated team of competent risk Our top borrower-group exposures generally default that exponentially increases as a rated have exposures in interest rate swaps, currency solo and consolidated basis, should maintain
managers and senior officers who have extensive remain within the internal single borrower’s account moves from the best to the worst rating We continuously enhance our credit policies, swaps, and structured notes as part of our adequate liquidity to provide sufficient buffer
operational experience working for the Bank. limit and operate in diversified industries. Our grade. The migration of accounts between rating guidelines, and lending programs specifically trading and position-taking activities. Financial for critical liquidity situations. An escalation
Our risk managers regularly monitor key corporate credit risk exposures are assessed grades is regularly monitored and analyzed. on credit risk limits-setting process, credit risk derivatives are also used to hedge open procedure is in place to immediately report
risk indicators, and report exposures against individually using internal credit risk rating Loss provisioning also takes into account the concentration framework, and align regulatory exposures to mitigate price risk inherent in our to management and the RMC when MCLG
carefully established credit, market and liquidity, models that generate a probability of default rating grade of each exposure. While specific changes in the treatment of past due and non- portfolios. levels are about to drop below the approved
and operational and IT risk metrics and limits per rating grade and take into account credit reserves are set up for defaulted exposures and performing loans. Our credit risk information floor levels. Corrective actions are identified
approved by our RMC. risk mitigants. Credit risk rating models reviewed regularly, provisioning for non-default system is continuously being improved to Interest rate risk in the banking book (IRRBB) and implemented to resolve breaches, if
are developed internally by our Credit Risk exposures is based on incurred loss, which is a enable more robust and granular analysis of is inherent to our business operations, as any, in order to maintain a stable liquidity
We continuously promote a culture of proactive Modeling team using statistical methods function of the probability of default and loss the loan portfolio while delivering timely and movements in interest rates expose us to environment. Scenario analyses and simulations
and prudent risk management, with the CRO on quantitative and qualitative risk factors, given default (under the Basel standardized accurate reporting of the Bank’s loan structures, adverse shifts in the level of net interest income provide forward looking liquidity conditions to
and the RMO continuously engaging the including credit judgment overlays to account approach). On the other hand, consumer loans credit concentrations, and other risk data and could impair the underlying values of its anticipate potential funding requirements.
RMC, management, and business units, for borrower-specific and such other factors are impaired through a portfolio approach analytics. assets and liabilities. We are exposed to interest
communicating the risk awareness culture to that cannot be modeled statistically. The credit methodology using historical flow-rates as rate risk on unfavorable changes in the interest We continuously improve our liquidity and re-
the rest of the Bank through various internal risk ratings of corporate accounts are generally basis for the impairment factors. We have All these efforts have been undertaken in rate curves, which would have adverse effects pricing gap models through improvements in
channels, facilitating learning programs on risk updated on an annual basis. For consumer loans, begun internal preparations, including model recognition of the Bangko Sentral’s issuance of on the BPI Group’s earnings and its economic model assumptions, resulting in more extensive
management, and promoting best practices we adopted credit risk scorecards to assess development and validation of PFRS 9-based the Guidelines on Sound Credit Risk Management value of equity. Interest rate risk exposure arising and robust liquidity stress tests. Under assumed
enterprise-wide. borrowers’ creditworthiness. Both financial expected credit loss impairment models, in time Practices. from the core banking activities is measured severe market stress scenarios, our CAR and
and non-financial variables were considered for the implementation of the standard effective by (a) earnings-at-risk (EaR), or the potential CET1 will still be above the minimum regulatory
All these efforts have been undertaken and in the scorecard development process, and January 1, 2018. Market, Interest Rate in the Banking deterioration in net interest income over the requirement; in addition, our liquidity profile
conscientiously practiced in recognition of the all scorecards were also subjected to expert Book, and Liquidity Risks. Our Market Risk next 12 months, and (b) balance sheet value- could withstand an assumed prolonged crisis
Bangko Sentral’s issuance of the Guidelines on judgment meetings with key business lending We regularly conduct credit reviews to assess Management unit employs various risk metrics at-risk (BSVaR), or the impact on the economic period.
Risk Governance. units. Our models are independently validated, that the credit process—from loan origination, commensurate to the size and sophistication value of the future cash flows in the banking
and their predictive power and performance credit analysis, approval, implementation, and of its business operations which guide the book due to changes in interest rates. The Operational and Information Technology
Credit Risk. Our Credit Policy and Risk are regularly monitored to ensure they are administration—conforms to the standards set in Bank to effectively manage the risks arising interest rate gap model is measured based on Risks. Our Operational and Information
Management unit is responsible for the overall qualitatively and statistically acceptable. our internal policies and complies with regulatory from position-taking strategies balanced by the re-pricing schedule of the balance sheet Technology Risk Management unit monitors
management of the Bank’s credit risk. CPRM is requirements. In 2017, we reviewed key lending the Board’s overall risk appetite. Risk limits are accounts. For instance, loan accounts paying risks arising from inadequate or failed internal
accountable to the RMC in assisting to establish We regularly conduct stress tests on our loan units, credit products, and portfolios nationwide continuously reviewed and updated to align fixed interest rate are mapped according to processes, people, and systems or from external
our risk appetite and in the RMC’s oversight portfolio to determine the impact of various that revealed generally acceptable credit with the Bank’s goals, objectives, strategies, and maturity date, while loan accounts paying events such as natural disasters that damage
function on credit risk and asset quality. In economic scenarios, to surface any undue credit performance and portfolio qualities. overall risk appetite. MRM also provides forward- floating interest rate are mapped according to physical assets, electrical or telecommunication
addition, CPRM supports senior management concentration risk and to comply with regulatory looking scenario analysis, simulations, and interest rate review dates. Likewise, for deposit failures that disrupt business. Operational
in ensuring the quality of our loan portfolio reporting. Results showed that our capital We measure our credit risk exposures in terms stress tests to complement the risk metrics and accounts that do not have defined maturity risk is inherent in all banking products and
by identifying, measuring, reporting, and adequacy ratio (CAR) and common equity tier of regulatory capital requirement using the provide a broader and holistic risk perspective dates, re-pricing schedules are derived from our services, and may include risks that give rise to
controlling credit risks. CPRM ensures that our 1 ratio (CET1) will generally remain above or at standardized approach in compliance with to the Management and RMC. For 2017, BPI’s historical review of depositors’ behavior and adverse legal, tax, regulatory, or reputational
stringent underwriting standards and rating about the regulatory capital requirements even Basel and BSP standards on minimum capital market, interest rate in the banking book, and aging profile. consequences. Information technology is a

100 2017 Integrated Report ENRICHING RELATIONSHIPS 101


significant risk factor assumed in conjunction loss events data collection and analysis provide efficiencies. We have also implemented One- The BCM program was put to a test during an Our Central Security Office is responsible for the and interests and in avoiding losses when
with operational risk, given the highly meaningful information in effectively managing Time Password (OTP) functionality to enhance incident in June 2017 when an error by one of security of the Bank’s facilities and the overall we are involved in litigation. It files offensive
automated nature of our processes and services. risks. The risk and control library improves our security for credit card transactions. We are the Bank’s systems programmers resulted in safety of our clients and employees. Increasingly criminal, civil and administrative cases (including
We define IT risk as the risk of any potential aggregation and reporting process by providing also updating our fraud detection system to double posting of transactions, which affected sophisticated and cross-border threats on cybercrime cases) against delinquent clients
adverse outcome arising from the use of or an aligned taxonomy of risks and controls. include debit card transactions. E-mail and SMS some 1.5 million bank customers. The incident financial products and services fulfillment or any party that attempts to violate any of
reliance on IT (i.e. computer hardware, software, notifications for ATM withdrawals exceeding was resolved within 36 hours and did not result require an integrated approach to premises, our rights or impair our interests. Likewise,
devices, systems, applications and networks). IT Our exposure to operational risks are identified, set threshold amounts are also in place. We in material loss or expense to the Bank. infrastructure, people, and information it handles defensive cases filed by any party
risk includes, but is not limited to, information assessed, and monitored as an integral part of also have recently updated our ATM switch security. CSO is at the forefront of ensuring against us for any reason.
security, service availability, reliability and the risk assessment processes. We currently use and upgraded our ATMs to be EMV-compliant. This incident also resulted to the an environment within which our clients and
availability of IT operations, completion-on- the Basel regulatory basic indicator approach We have also started migrating debit cards to implementation of improved IT processes and personnel can conduct business safely. To We continually implement programs to make
specification of IT development projects, and to quantify operational risk-weighted assets, by become EMV-compliant. Moreover, awareness quality control measures to avoid incidents of ensure this, we have deployed and constantly clients and employees aware of current cybercrime
regulatory compliance pursuant to the Bangko using the historical total annual gross income as campaigns covering both clients and employees similar nature. optimized a combination of physical assets, landscapes, emerging risks and trends and
Sentral’s policy guidelines on Information the main measure of risk. are being done through BPI Express Online and personnel and technologies. Upgrades to our mitigating measures to further strengthen
Technology Risk Management. The Operational social media channels. Information and Physical Security Risks. office and branch security infrastructures, operational risk and information awareness. We
and IT Risk Management Committee provides As part of our initiatives to advance risk We are vigilant about information and physical including the enhancement and value have launched an online training platform that
the oversight over its OTRM unit, in accordance management methodologies, we regularly Business Continuity Risk. We have a robust security. Our Enterprise Information Security engineering of monitoring systems, have been is accessible anytime, anywhere and covers
with regulatory requirements. perform operational risk stress tests, through Business Continuity Management (BCM) program Management team is continuously revalidating made to stay ahead of the evolving nature of the basic and advanced information security
scenario analysis, to support the internal capital in place to ensure that the Bank is able to provide and building the inventory of our information financial fraud and related threats. Moving awareness courses, as well as the business
One of the significant resources that we employed assessment for operational and IT risks. Through critical products and services even during times assets to enhance monitoring and reporting forward, investments in command and control continuity management course, for employees.
are Business Risk Officers. We have several BROs a series of stress scenarios, we were able of business disruptions. To ensure recovery and of information security risks. We address the will be made to improve situational awareness We also facilitated Risk Management,
embedded across the organization in key to identify, analyze, and assess the impact availability of all critical customer-servicing evolving cyber threat landscape and adhere and response. Compliance, and Internal Audit forums to
functional and business units. The BROs are of unexpected and severe operational risk infrastructures, we have in place sound business to applicable laws such as the Data Privacy Act select head office and branch employees with
responsible to the Risk Management Office for events. This exercise ensures that the impact of continuity and disaster recovery plans. With by further improving our defenses through Legal and Tax Risks. We have two competently the goal of reinforcing risk management and
promoting a sound risk management culture, high severity events are captured during risk the implementation of the improved BCM continued investments in technical controls. manned and specialized legal services divisions internal control awareness, regulatory and AML
implementing enterprise risk management best assessment, especially those not yet reflected in Program, we increased the level of resilience Recognizing the criticality of a cyber-aware composed of highly trained legal professionals developments, aligned with our three-lines-of-
practices as determined by RMO, and ensuring our existing historical loss data. and enhanced our capability in responding to organization in securing the Bank from attacks, with extensive experience in banking and defense risk management model, which will be
timely submission of operational, IT, and other emergencies and crisis events. The result of the we have deployed awareness programs that corporate law that serve as the BPI Group’s main continuously rolled-out moving forward.
risk reports. Our risk management processes are ingrained Business Impact Analysis helped us identify and include trainings, roadshows, periodic bulletins legal resource.
in our new product development efforts. From prioritize the most urgent products and services. and e-learning courses. Awareness campaigns Model Risk. Our Risk Models Validation unit is
We develop and monitor key risk indicators (KRI), inception to launch, new products, as well as Likewise, recovery strategies to address evolving for clients to combat fraud are also conducted Our Corporate Legal Affairs unit has a critical responsible for conducting the independent
and oversee thoroughness of bank-wide risk and its related processes and systems, are subject threats were calibrated and included in the extensively online via social media, the BPI role of providing proactive legal measures to model validation activities of our risk and stress
control self-assessments, loss event management to design and testing activities aimed at respective functional Business Continuity Plans website, and e-mail bulletins. effectively manage legal and tax risks. It has testing models. The independent validation
processes, and operational risk management safeguarding both the Bank and our clients from (BCP). Cross-functional teams are identified to the documentation and research departments of risk models is governed by our model risk
awareness and appreciation programs. We the risk of economic loss, operational disruption, manage potential disruptive events, emergency We have established a third-party /vendor risk to respectively ensure that our rights and management policy and governance framework,
manage our operational and IT risks by ensuring or compromise of personal or financial data. We situations, or disasters. A Crisis Resiliency management program to ensure that the use obligations are protected in our contractual aimed at ensuring an active and effective model
such risks are thoroughly identified, assessed, have updated our guidelines on the assessment Committee (CRC) provides oversight on incident of service providers and IT suppliers do not relations and that we are abreast with the most risk management across the enterprise. The RMV
monitored, reported, and mitigated. We have and approval process for engaging in new management and handles incidents that rise unnecessarily expose the Bank to operational, recent legal developments and requirements. It unit conducts an annual inventory of our models
defined clear responsibilities related to the business activities to cover not only products to the level of a true crisis requiring strategic regulatory, and reputational risk. Due diligence also conducts a legal risk assessment of potential to ensure relevance, comprehensiveness, and
performance of the risk management function, and processes, but also new markets and new involvement and decision-making. We have an activities have been improved to include claims against the Bank and recommends legal usability across functional risk areas, to which
as well as the accountabilities, methods, business locations or offices. established crisis communications manual and assessment of service providers’ capability risk mitigation measures. It further empowers the validation of all on-the-run models have
and tools employed to identify and mitigate a related social media policy that supplements to secure our and our clients’ information. the Bank units by issuing legal and tax advisory been completed in 2017. Given the increased
operational and IT risks in our operating units. We continue to closely monitor established our BCM and Crisis Resiliency manuals. We also Contracts have been revised to add provisions bulletins and providing supporting training regulatory expectations on model validation
We require operating units to undertake regular measurements and limits on risk indicators, have a robust BCM management structure that require compliance to our information seminars that highlight legal issues, new laws, and review in the context of PFRS9 and stress
self-assessments to identify risks, assess the and implement mitigating measures in view that includes BCP sites in strategic locations for security requirements. Management oversight and regulatory fiats that impact our products testing, and the necessity for business-enabling
inherent and residual risks, identify controls, of increasing IT-related losses (mostly from critical head office services, and a secondary of outsourced processes has also been and services, and promote awareness of and risk-informed decision-making, we will
and assess the design and the performance industry-wide credit card fraud and card data center which houses backup facilities. The enhanced through centralized monitoring and initiatives of various regulatory agencies. continuously test the quality and robustness
effectiveness of the controls. KRIs are used to skimming incidents). We have employed a evaluation of our BCM performance metrics reporting activities. of our models, benchmarked to global best
monitor risk profiles, trigger early warning alerts, real-time card fraud detection system that helps ascertained the effectiveness of our BCM Our Dispute Resolution and Litigation unit practices on model risk management.
and instigate mitigating action. Operational the Bank significantly improve fraud detection, program and that our capability to recover is plays a significant role in protecting our rights
false positive rates, and fraud case handling aligned with our business objectives.

102 2017 Integrated Report ENRICHING RELATIONSHIPS 103


Capital Adequacy Related Party Transactions

Our Strategic and Corporate Planning division compare favorably with regulatory and internal The Bank’s total qualifying capital for the years In the normal course of business, the Bank The RPTC is composed of three Directors,
oversees the management of the Bank’s capital limits and buffers. ended 2017 and 2016 were at Php 166.5 billion transacts with related parties which include majority of whom are Independent including
adequacy. Capital adequacy ratio, or CAR, is a and Php 149.0 billion, respectively. The Bank’s its Directors, officers, stockholders and related its chairman, and two non-voting members
measure of the Bank’s total qualifying capital The table below shows the Bank’s CAR total qualifying capital for 2017 and 2016 were interest, subsidiaries and affiliates (including from management, the Chief Audit Executive
relative to its risk-weighted assets, and indicates components for December 2017 and 2016: largely composed of CET1/Tier 1 capital at 93.0% and the Chief Compliance Officer, both of
those under the Ayala group of companies, or
the ability of its capital funds to cover various
and 93.1%, respectively. conglomerate), as well as other related parties whom perform post-reviews to ensure proper
business risks.
Regulatory Capital defined in the Bank’s internal policy. implementation of related party transactions.
Risk
A summary of our CAR is set forth in the audited On the other hand, the Management Vetting
This division also ensures compliance with (Php Mn) 2017 2016
financial statements of this annual report, under These transactions involve credit and non-credit Committee is composed of the Executive Vice
regulatory and internal minimum capital
Credit Risk 116,658 102,839 Note 29.7 (Capital Management). Computation exposures such as borrowings, guarantees, Presidents of the Bank.
adequacy requirements, referred to as the Bank’s
internal minimum CAR, or IMCAR, and Market Risk 2,247 1,459 of the Bank’s CAR in the audited financial agreements for the periodic provision of leases

the CAR management action trigger, or CARMAT, statements was primarily based on or other services, asset purchases and sales, Loans and advances granted to related parties
Operational Risk 11,785 10,287
which incorporate the Bank’s internal capital the CAR reporting template provided by Bangko derivative transactions, trust transactions, as disclosed in the Audited Financial Statements,
buffers and limit triggers, and capture risks Total 130,691 114,585 Sentral circulars and other relevant updates. and investments for which related parties are particularly Note 27 on RPTs and in Schedule B,
beyond Pillar 1 (credit, market, and operational). perceived to have significant influence. As part are generally secured with interest rates ranging
To fully comply with the phased-in of the Bank’s effort to ensure that transactions from 1.37% to 7.64% (including those pertaining
Furthermore, as the central planning unit of the Capital Adequacy
implementation of the Basel III capital and with related parties are normal banking activities to foreign currency-denominated loans) and
(Php Mn) 2017 2016
Bank, this division is responsible for assessing liquidity reforms by the Bangko Sentral effective and are done at arm’s length (particularly, on maturity periods ranging from four days to 14
and raising the strategic capital needs of the CET1/Net Tier1 ¹∕ 154,801 138,691 January 2014, BPI has adopted the Basel III years.
terms and conditions comparable to those
Bank, as well as initiating approvals for dividend
CAR reporting template, as well as aligned offered to non-related parties or to similar
payments to shareholders. T2/Net Tier2 ²∕ 11,682 10,299
with limits and reportorial requirements on transactions in the market), vetting is done either The Bank is committed to ensure strict
Total QC ³∕ 166,484 148,989 liquidity coverage, domestic systemically by the Board-level Related Party Transaction compliance with laws, regulations and reporting
Sound Capital Management. Effective capital
important banks, and leverage ratios. The Bank Committee or Management Vetting Committee, requirements relating to DOSRI and related
management supports the Bank’s assets and
Total CRWA 4∕ 1,166,583 1,028,388 continues to monitor and prepare for possible depending on materiality, prior to implementation. party transactions, by instituting rigorous
absorbs losses that may arise from credit, market
and liquidity, operational and IT, and other risk effects of Basel III revisions to risk-based capital Related parties whose individual and group vetting processes and establishing adequate
Total MRWA 5∕ 22,475 14,590
exposures. The Bank’s capital management requirements by performing simulations, such exposures, existing or potential, are considered controls and oversight mechanisms.
framework ensures that on stand-alone and Total ORWA 6∕ 117,849 102,868 as those relating to the net stable funding ratio, material have been vetted by the RPTC.
group bases, there is sufficient capital buffers at as well as an interim stress testing, based on
all times to support the respective risk profiles TRWA 7∕ 1,306,907 1,145,846 mid-year financial data.
of the various businesses of the Bank, as well
Consolidated Ratios (%)
as changes in the regulatory and accounting Discussions both at the Bank management
standards and other future events. and Board levels also covered the subsequent
CAR 12.74 13.00
phases of the transition and implementation
BPI submits a comprehensive internal capital
CET1 11.84 12.10 plans in order to meet the revised minimum
adequacy assessment process, or ICAAP,
capital and liquidity requirements prescribed by
document annually to the Bangko Sentral, in Solo (Parent) Ratios (%) Basel III, including interdependencies with the
accordance with the Pillar 2 guidelines of the
impending PFRS 9 implementation by January
Basel framework. CAR 11.39 11.62
2018.

As of December 31, 2017, BPI’s solo (parent) CET1 10.48 10.71


and consolidated CAR stood at 11.39% and Supplemental schedules on capital and risk
12.74%, respectively, higher than the minimum ¹∕ Common Equity Tier 1 Capital/Net Tier 1 management disclosures pursuant to Bangko
regulatory requirement of 10.0% and the ²∕ Tier 2 Capital/Net Tier 2 Sentral memorandum M-2014-007 are found at
³∕ Qualifying Capital
Bank’s internally set IMCAR and CARMAT. The 4∕ Credit risk-weighted assets the end of this chapter.
Bank’s solo and consolidated CET1 capital ratio, 5∕ Market risk-weighted assets
6∕ Operational risk-weighted assets
at 10.48% and 11.84%, respectively, likewise
7∕ Total risk-weighted assets

104 2017 Integrated Report ENRICHING RELATIONSHIPS 105


Compliance

The Bank views compliance to mean not only The Compliance Office also helps in efforts The Compliance Office promotes adherence as those on insider trading, whistleblower, and and timely updates of policies and procedures in Enterprise Information Security Management.
adherence to laws, regulations, and standards but, towards achieving adherence to the Bank’s internal and awareness to laws, rules and regulations by related party transactions. accordance with changes in regulations and AML The Enterprise Information Security Management
more importantly, the consistent conduct of the confidentiality regulations (“China Wall”); provides electronically posting information and documents and CFT typologies. (EISM) Unit which is headed by BPI Group’s
affairs of the Bank within a culture of high integrity, regular training and education for employees in a compliance database that is accessible to all The Corporate Governance Department also Enterprise Information Security Officer (EISO),
bounded by conformity to ethical business practice, on the applicable regulations, rules and internal employees. Regular meetings are conducted by the monitors compliance with respect to the Bank’s With increasing global AML initiatives and manages the Bank’s information security
abiding by the principles of fair dealing, accountability standards; and leads the Bank’s business units in Compliance Office with the GCCOs to discuss the participation in regional corporate governance numerous new regulations, we recognize that management program. The information security
and transparency. This ensures that in all our compliance risk assessment, rules-based testing impact of new regulations, decide on the required initiatives jointly sponsored by the SEC and our AML processes and controls are changing program ensures that information assets across the
areas of activity, the Bank and its stakeholders are and reporting. compliance measures and amend compliance the Institute of Corporate Directors such as the from a stand-alone function under Compliance, Bank are protected and secured by technology-
protected from business risks as comprehensively matrices as necessary. Through continued liaison ASEAN Corporate Governance Scorecard. Working to an increasingly complex and overarching based and process-based controls commensurate
as possible. We value most our reputation and The Compliance Office is currently organized and dialogue with regulators, the Compliance closely with the Board-level Audit and Corporate function cutting across legal, risk and operations. to their value. The Bank continues to put a premium
the fact that we are trusted by our shareholders, to cover Regulatory Compliance, Corporate Office ensures the prompt dissemination of new Governance Committees, this department ensures We constantly review our program to ensure on building and maintaining a cyber-aware
clients, employees, partners, and members of the Governance, Anti-Money Laundering Compliance, regulations and other developments affecting bank that the Bank’s corporate governance foundations compliance with the latest legislative and regulatory organization and has correspondingly invested
communities we serve. FATCA Compliance, Enterprise Information operations. can withstand rigorous tests and demands of more developments. Our Board and management support in an Information Security Awareness Program
Security Management, and the Data Privacy stringent supervision, regulation, disclosure, and bank-wide efforts towards establishing strong AML that ensures that employees are aware of the
Oversight of the management of the Bank’s Office. Considering the rapid developments in Regulatory Compliance. Our Regulatory bank governance best practices. assurance mechanisms and globally consistent importance of protecting information and how best
business risk and implementation of its compliance the regulatory sphere as well as the growing Compliance Department covers adherence to all procedures. to handle these assets securely. The Bank has online
function is the responsibility of our Board of complexity of the Bank’s products, services and relevant and applicable Philippine banking laws Anti-Money Laundering Compliance. The information security training programs which
Directors, through the Audit Committee. At the transactions, the Compliance Office evolves in its and regulations. They are in charge especially of prevention of financial crimes is a top priority of Our specialized IT system captures information are taken by employees as mandatory courses
management level, the compliance function is coverage of compliance practice areas to anticipate regulatory compliance management with respect BPI, not only because they pose a significant threat required for covered transaction reports, and and regularly observes the Cyber Security
carried out by the Compliance Office, led by our and meet forward challenges. Enhancement of to the Bangko Sentral’s institutional compliance to our reputation, but because they weaken the detects suspicious transaction patterns for Awareness Month where lectures, workshops and
Chief Compliance Officer. our compliance function’s scope and domain rating system, which comprehensively evaluates integrity of the global financial system. Hence, our reporting to the Anti-Money Laundering Council. demonstrations on current cyber-attacks, emerging
is redefined for new and emerging sources of the effectiveness of a bank’s compliance system in Compliance Office extends its ambit beyond the defense technologies and best practices
The Compliance Office oversees the implementation compliance risk. mitigating business risk. Bank, its policies, and its employees to ensure that And to promote awareness, knowledge and are conducted by regional experts from the Bank’s
of the Bank’s enterprise-wide compliance programs. our clients also act within the law and do not use understanding of AML concepts, principles and partner cyber security firms. EISM also functionally
These programs take into account the size The Compliance Office is also empowered by Partnership-building with our regulators (Bangko the Bank for illegal activities. requirements, all employees are required to attend reports to the Risk Management Office and the
and complexity of the Bank, the relevant rules the accountability to it of 14 Group Compliance Sentral, SEC, PSE, AMLC and PDIC), external auditor, training programs conducted by our AML Department Board’s Risk Management Committee.
and regulations that affect its operations, and Coordinating Officers, or GCCOs, who are embedded and industry organizations (like the Association The Compliance Office’s Anti-Money Laundering or through e-Learning courses available with the BPI
the business risks that may arise due to non- in operational units throughout the Bank. The of Bank Compliance Officers and the Bankers Department is responsible for monitoring customer University, our in-house training academy. Data Privacy Office. Republic Act No. 10173,
compliance. By using regulatory and self- GCCOs are charged with enforcing Compliance Institute of the Philippines) is also essential work and counterparty transactions in compliance with known as the Data Privacy Act of 2012, requires
assessment compliance matrices, compliance Office initiatives, as well as providing timely reports in regulatory compliance management. Through the Anti-Money Laundering Law, its implementing FATCA Compliance. We recognize global government and private sector entities to apply
measures are formulated to mitigate identified to the Compliance Office. continued liaison and dialogue with regulators rules and regulations, and Bangko Sentral Circular No. movements to widen tax regimes across borders the principles of Transparency, Legitimate Purpose
business risks and tested to ensure effectiveness. and interaction with compliance colleagues in 706. Developed under the guidance of the Bangko such as the enactment into law by the United and Proportionality in their processing of personal
The Compliance Office applies a three-layered the industry, this department ensures the prompt Sentral’s Money Laundering and Terrorist Financing States government of the Foreign Account Tax data so that the data is only used in relevant and
The Compliance Office routinely provides advice compliance testing and monitoring process, which dissemination of information on new regulations Prevention Program, the Bank’s anti-money Compliance Act. We value our ability to transact specifically stated ways, is not stored for longer
to individual business units on applicable laws, includes unit self- assessment testing, conducted and compliance-related developments affecting laundering program covers all its subsidiaries and efficiently in US dollars and, in support thereof, than necessary, is kept safe and secure, is used
directives, standards, and regulations as well by GCCOs; independent random testing, performed bank operations. affiliates. established a FATCA Compliance Department to only within the confines of the law and is stored
as provides compliance support to the Group by the Compliance Office; and independent ensure consistent and effective compliance with following people’s data protection rights.
Compliance Coordinating Officer. periodic review by the Bank’s Internal Audit Corporate Governance. The Corporate This program aims to implement sound anti- FATCA regulations throughout the Bank and its Cybersecurity and data privacy and protection
Division, whose results are reported regularly to the Governance Department covers the compliance money laundering practices and combat terrorist subsidiaries. have, today, become corporate governance and risk
It jointly develops guidance on operations and Audit Committee. aspect of the Bank’s corporate governance financing and other financial crimes. It consists of management concerns.
business processes in order to guard against framework and governance requirements, conscientious customer due diligence and know- As required under the rules of FATCA, we have
potential compliance risk, and reviews and assists Overall enforcement is through self-regulation externally, with respect to the laws relevant and your-customer, or KYC, processes; technology and appointed a responsible officer to oversee the BPI has established a comprehensive Data Privacy
in interpretations of laws, implementing rules within the business units, and independent testing applicable to BPI as a bank and as a publicly listed automated tools to identify and detect financial Bank’s compliance with regulations, establish a Program utilizing a combination of policies,
and regulations, standards and guidelines of the and reviews conducted by the Compliance Office company such as the Corporation Code, and the transactions of a suspicious nature; and monitoring, program to ensure its effective implementation, organizational structure, access controls and
Bangko Sentral, SEC, AMLC, PSE, PDIC, IC, National and Internal Audit. Results of these reviews are rules and regulations of the Bangko Sentral, SEC, periodic review, and timely reporting of anti- and accomplish certain certifications with the technologies designed for risk reduction. The Bank
Privacy Commission and other regulatory bodies elevated to the Board’s Audit Committee and, PDIC and the PSE, and internally, with respect money laundering-combating the financing of IRS. Our FATCA compliance program provides for has a Data Privacy Office, headed by a Board-
for compliance, communicating them and verifying with respect to governance issues, the Corporate to BPI’s Amended By-Laws, Manual of Corporate terrorism (AML-CFT) events to senior management. additional requirements on customer due diligence appointed Data Privacy Officer (DPO), a lead senior
adherence. Governance Committee. Governance, Code of Business Conduct and This program also includes regular and effective and documentation and new reporting guidelines management officer.
Ethics, Director’s Code of Conduct and corporate AML-CFT training and awareness programs for to relevant tax authorities.
governance-related policies such all personnel; maintenance of customer data and
transaction documents within prescribed timelines;
106 2017 Integrated Report ENRICHING RELATIONSHIPS 107
The key focus of the DPO is to oversee data Practice of Internal Auditing. The program CODE OF BUSINESS CONDUCT AND ETHICS Manual of Corporate Governance, and fully Covered persons are strictly prohibited from Upon receipt of the whistleblower report, the
privacy compliance and manage data protection includes periodic internal and external quality 102-17 comply and adhere to the principles, standards trading during periods of structured and personnel to whom the report was disclosed
risks for the organization consistent with the assessments and ongoing monitoring of the BPI has Codes of Business Conduct and Ethics for and policies therein. non-structured disclosure (trading blackout). shall immediately initiate the investigation by
Data Privacy Act rules and regulations, issuances performance of the internal audit activity. its directors, officers and employees that provide This prohibition includes passing on material, turning over the details, and documents, if any,
by the National Privacy Commission and Periodic internal assessments are conducted the key practices and behaviors derived from Conflict of Interest. BPI does not tolerate non-public information relating to BPI or of the reported case to the investigating unit of
other applicable laws. Management has also annually, while external quality assessments the BPI Credo and Core Values, that guides what those who place their interest above that of our its clients to anybody who may buy or sell the Bank. The investigation of the whistleblower
appointed Compliance Officers for Privacy (COP) are conducted at least once every five years they say and do, in order that the right decisions institution, our clients, or our business partners. securities. A trading blackout prohibits trading report shall follow due process as stipulated in
for major business units of the Bank. by a qualified independent validator. This unit are taken in performing their respective roles We have in place standards on conflict-of- once the covered person is in receipt of material the Bank’s manual of operations on standards in
maintains its “generally conforms” ratings on and responsibilities across various functions in interest that elevate the interest of the Bank information before a structured or unstructured handling fraud and irregularities.
INTERNAL AUDIT AND CONTROL both internal and external assessments, which the Bank and in handling relationships with all above that of the personal interests of Directors, disclosure is made until after said disclosure.
indicate that its activities have continuously stakeholders. officers, and employees. These standards Our whistleblower policy emphasizes our
Our Internal Audit Division is an independent conformed to professional standards, code of prohibit Directors, officers, and employees All Directors and senior management conform commitment to fostering and maintaining an
body that supports the Audit Committee ethics, and other internal standards. Employee Code of Business Conduct and from using their position of authority or rank to the normal, regular reportorial requirements environment of utmost confidentiality where all
in fulfilling its oversight responsibilities by Ethics. The Code is applicable to and mandatory to directly or indirectly derive personal gain or of the SEC and the PSE for the purchase and sale personnel may act appropriately without fear of
providing an independent, objective assessment The Internal Audit Division is headed by a for all BPI employees at all levels, including advantage. 102-25 of BPI shares. reprisal, and be treated with utmost confidentiality.
on the adequacy and effectiveness of the Chief Audit Executive who is appointed by the officers, as are the core values embodied in An individual who makes a protected disclosure
Bank’s risk management, internal controls, Board and reports functionally to the Board of the Bank’s Credo. As no code could address Our standards on conflict of interest expect all Whistleblower. The Bank supports a shall not suffer harassment, retaliation, or
and governance processes through well- Directors through the Audit Committee and every situation an employee may encounter, all Directors, officers and employees to refrain from whistleblower program, an important adverse employment consequences. Any person
established risk-based audit plans. Internal administratively to the President and CEO. employees, including officers, are required to any conduct that could be viewed unfavorably mechanism for preventing and detecting fraud or who retaliates against any individual who
Audit also ensures that the Bank’s operating This ensures that the Chief Audit Executive follow both the spirit and the letter of the Code, by our clients, co-employees, competitors, misconduct, and enabling fast and coordinated makes a protected disclosure shall be subject to
and business units adhere to internal processes is not dependent on any bank executive or its policies, and procedures. All BPI officers and suppliers, investors, regulators, or the public. incident responses as we establish cause, remedial discipline, including termination.
and procedures and to regulatory and legal operating officer for the security of his or her employees must abide and fulfill their duty and The standards also require full cooperation and actions, and damage control procedures.
requirements. position. Additionally, it ensures that the Chief personal responsibility to read, understand and provision of complete and accurate information In case the whistleblower believes he has been
Audit Executive has access to the Board, on a comply with the Code of Business Conduct and from employees during government, regulatory All personnel, including the Board, officers and subjected to retaliation, he may seek redress
This unit reports directly to the Board through confidential basis, and that the Internal Audit Ethics. or internal enquiries, investigations and audits. employees, as well as clients, suppliers, and all or file a formal complaint to the Head of the
its Audit Committee. It collaborates with Division is independent of bank management, stakeholders, can report any violation of policies, Human Resources Management Group, Chief
other assurance providers such as the Risk both by intent and actual practice. Director’s Code of Conduct. BPI has a Code The standards also cover specific conflict-of- procedures and applicable laws and regulations Audit Executive or Chief Risk Officer.
Management Office, Compliance Office, of Conduct for its Board of Directors, adopted interest situations such as receipt of gifts from which include, but are not limited to, fraud,
external auditors, and other oversight units The Audit Committee recommends to the Board in September 2017, which applies to and third parties, respect for trade secrets, and use sexual harassment, theft, stealing, conflict of Conflict of interest standards, and insider
for a comprehensive review of risks and the appointment of a Bangko Sentral-accredited is binding on all directors of the Bank. The of non-public information, and use of company interest, information security violation, violation trading, and whistleblower policies and
compliance in the institution, and ensures that external auditor for the purpose of preparing or Director’s Code is intended to provide guidance funds, assets and information. of bank policies, rules and regulations, and any guidelines are included in the Bank’s
business units proactively manage the risk and issuing an audit report or related work. It also to directors, whether executive, non-executive other acts which are inimical to the interests of management and operating manual and
compliance exposures. assesses the external auditor’s effectiveness, or independent, with policies on standards Anti-Bribery and Anti-Corruption. The Bank the Bank and the BPI Group. personnel policy manual, each of which is
independence and objectivity, ensuring that for conduct of the business of the Bank, the puts the highest premium on sound, responsible recorded in electronic databases readily
The internal audit function as empowered by key partners are rotated at appropriate intervals. protection of the rights of the Bank and its and effective corporate governance and does The whistleblower may approach any of the accessible to employees. In addition, these
the Internal Audit Charter includes free access The Committee also reviews the external stakeholders, maintaining BPI’s reputation not tolerate bribery or corruption of any kind. It following officers who are the designated policies are regularly reiterated via internal
to all records, properties and personnel. In auditor’s annual plan, scope of work, and, in for integrity and fostering compliance with advocates that Directors, officers and employees contacts for the Bank and the primary e-mail to ensure constant awareness of the need
this respect, the Audit Committee reviews consultation with management, approves the applicable laws and regulations. The Director’s do not tolerate corruption or any form of bribery reporting line: Head of the Human Resources to comply with said policies.
the internal audit function, including its external auditor’s term of engagement and Code, therefore, sets forth policy in several nor provide or accept improper inducements in Management Group, Chief Audit Executive,
independence and the authority of its reporting audit fees. They also oversee the resolution of basic areas that commonly require Directors the course of any business dealing. and Chief Risk Officer. Under extraordinary Data Privacy. BPI has a strong Data Privacy
relationships. The Internal Audit Division disagreements between management and the to exercise sound and informed judgment, circumstances, the whistleblower may also Policy in place, which describes to whom the
continuously improves the capabilities of external auditors in the event that they arise. recognize and deal with ethical issues, report Insider Trading. The Bank has an Insider Trading course the complaint through other reporting policy applies, what personal data the Bank
its auditors through continuous education possible unethical conduct, and foster a Policy which prohibits its covered persons or lines, like the President and CEO or the Chairman collects and how such data is collected, how the
on specialized areas of knowledge, auditing For fiscal year 2017, fees to the Bank’s external culture of openness, fair dealing, diligence and directors, officers, employees, and other parties of the Bank’s Audit Committee. Bank may use personal data for core business
techniques, regulations, and banking products auditor, Isla Lipana & Co., amounted to accountability. who are considered to have knowledge of and marketing purposes, how the Bank may
and services. Php 13.145 million. BPI did not have any non- material facts that have not been disclosed to The whistleblower may send or communicate disclose and share such personal data, how such
audit engagements with its external auditor for Compliance with the Codes. All employees, the public, including any information that will a report, formally or anonymously, with the personal data is stored and retained, and how
The Internal Audit Division has an established the year 2017. including senior officers and directors, likely affect the market price of BPI’s securities primary contacts or communicate in writing, by such data can be accessed or corrected. The
quality assurance and improvement program acknowledge annually through a Statement of or BPI clients’ securities, from buying or selling telephone, in person, or through the external Data Privacy Policy is posted on the company
to ensure that audit activities conform to the Affirmation that they have read and understood these securities for their own personal account. email eye_report@bpi.com.ph or the internal website and complies with the requirements of
International Standards for the Professional the employee Code of Conduct and/or the e-mail BPI Eye Report Box. the Data Privacy Act and the National Privacy
Director’s Code, respectively, as well as the Commission.

108 2017 Integrated Report ENRICHING RELATIONSHIPS 109


INVESTOR RELATIONS stockholders meeting and works with the Bank’s strengthen the role of the frontliners in SUPPLEMENTARY SCHEDULES ON CAPITAL AND RISK MANAGEMENT DISCLOSURES PURSUANT TO THE BANGKO SENTRAL’S MEMORANDUM
corporate communications team for media addressing and reporting customer issues. M-2014-007
BPI believes that transparent and accurate briefings and press releases. Such information For 2017, the Bank tracked and monitored
reporting of operating and financial results, on the company is shared regularly with the customer issues and feedback concerning its Capital Structure
major business decisions and developments investing public, analysts, and members of products and services (the table below shows
gives shareholders and investors the relevant the media. Statements in these presentations the number of customer complaints we received The Bank’s qualifying capital for the years ended 2017 and 2016 were Php 166.5 billion and Php 149.0 billion, respectively. The Bank’s total qualifying
inputs to their investment decisions. In addition, describing BPI’s objectives, projections, for the past three years, and the number of capital for 2017 and 2016 were largely composed of CET1 capital and Tier1 at 93.0% and 93.1%, respectively.
such reporting provides the basis for the sound, estimates, expectations may be forward-looking. customer transactions recorded for the same
and robust market valuation of our shares and a Actual results may differ materially from the year). Action plans were implemented to ensure The table below shows the composition of the Bank’s capital structure and total qualifying capital.
proper view to all stakeholders of possible future statements made in the presentations, whether that the most pressing and important issues
losses or gains. expressed or implied. raised by customers were resolved within the
December 31, 2017 December 31, 2016
committed turn-around times. Capital Structure (Php Mn) CET1/ Tier 2 TOTAL CET1/ Tier 2 TOTAL
Our Investor Relations Unit, which is part of All investor relations presentations and press Tier1 Tier1
the Bank’s Strategic and Corporate Planning releases distributed, including presentations of 2015 2016 2017 Core Capital 177,172 11,682 188,855 160,901 10,299 171,200
Division, is tasked with a program of proactive, the Chairman and the President and CEO at the Paid-up common stock 39,336 - 39,336 39,308 - 39,308
Complaints 291.5 306.0 437.5
uniform, appropriate and timely communication company’s Annual Stockholders' Meeting, may Additional paid-in capital 29,690 - 29,690 29,511 - 29,511
(in thousands)
and reporting, in the spirit of full disclosure and be viewed at bpiexpressonline.com. Retained earnings 90,514 - 90,514 75,764 - 75,764
in compliance with the Securities Transactions 1,268.1 1,341.4 1,442 Undivided profits 22,528 - 22,528 21,827 - 21,827
Regulation Code, and SEC and PSE rules, FINANCIAL CONSUMER PROTECTION (in millions) Net unrealized gains or losses on AFS securities (3,381) - (3,381) (4,047) - (4,047)

regulations and disclosure guidelines. FRAMEWORK Cumulative foreign currency translation (187) - (187) (313) - (313)
Remeasurements of Net Defined Benefit Liability (Asset) (1,764) - (1,764) (1,488) - (1,488)
Apart from structured disclosures, the Bank, In 2017, the Bank, through its Customer Minority interest ¹∕ 435 - 435 339 - 339
through this unit, also discloses information Experience Management Office (CXMO) COMMUNICATION AND INFORMATION General loan loss provision 2∕ 11,682 11,682 - 10,299 10,299

not required under the disclosure rules if, in the established the BPI Customer Assistance Deductions 22,371 - 22,371 22,210 - 22,210
Bank’s estimation, such matters would impact Program to establish guidelines that will help Management is primarily responsible to the Total O/S unsecured credit accommodations 3∕ 1,296 - 1,296 1,846 - 1,846
on investment decisions by interested parties. ensure that all feedback from customers and Board for the adequate flow of information, Total O/S unsecured loans 4∕ 32 - 32 120 - 120
Such matters are disclosed as promptly and potential customers are well handled in such as but not limited to financial information. Deferred tax assets 8,955 - 8,955 8,398 - 8,398
comprehensively as possible by appropriate alignment with the Bank’s consumer protection Any variance between projections and actual Other intangible assets 2,178 - 2,178 2,054 - 2,054

methods. policies. The designated Customer Assistance results requires management’s explanation to Defined benefit pension fund assets 49 - 49 18 - 18

Officers underwent onsite training to equip the Board. Investments in equity 5∕ 2,287 - 2,287 2,645 - 2,645

In carrying out its structured and unstructured them in their function in addressing customer Significant minority investments 6∕ 3,775 - 3,775 3,548 - 3,548

disclosures, the Bank makes full use of the issues and to ensure compliance with the Bank’s The Board is committed to fully disclose at all Other equity investments 7∕ 3,799 - 3,799 3,582 - 3,582
times all material information about the Bank TOTAL QUALIFYING CAPITAL 154,801 11,682 166,484 138,691 10,299 148,990
electronic facilities provided by the PSE’s Consumer Protection Program. The need to
for the benefit of the shareholders. All material % to Total 93% 7% 100% 93% 7% 100%
Electronic Disclosure Generation Technology or conduct continuous information and education
PSE EDGE, a state-of-the-art, fully automated campaign on the Financial Consumer Protection information that could potentially affect the ¹∕ Minority interest in subsidiary banks, which are less than wholly-owned
system that facilitates the efficient processing, Program has been a major priority of the unit. Bank’s share price is publicly disclosed in a 2∕ General loan loss provision, limited to a maximum of 1% of credit risk-weighted assets, and any amount in excess thereof shall be deducted
timely manner through the PSE and SEC. from the credit risk-weighted assets in computing the denominator of the risk-based capital ratio
validation, submission, distribution, and analysis
3∕ Total outstanding unsecured credit accommodations, both direct and indirect, to directors, officers, stockholders and their related interests
of time-sensitive disclosure reports submitted To deepen customer engagement and address (DOSRI)
to the exchange. Information disclosed on PSE specific customer needs, CXMO spearheaded Additionally, we hold meetings, briefings, and 4∕ Total outstanding unsecured loans, other credit accommodations and guarantees granted to subsidiaries and affiliates
EDGE is also promptly disclosed to the SEC as the conduct of the Service Quality Review (SQR) conferences for investors, analysts, and members 5∕ Investments in equity of unconsolidated subsidiary banks and quasi-banks, and other financial allied undertakings
of the media. (excluding subsidiary securities dealers/brokers and insurance companies), after deducting related goodwill, if any (for solo basis only and as
required and via other media, including the where various business units present their applicable) and Investments in equity of unconsolidated subsidiary securities dealers/brokers and insurance
Bank’s site and electronic mail to relevant, performance updates on their defined service companies after deducting related goodwill, if any (for both solo and consolidated bases and as applicable)
More information on BPI’s corporate governance 6∕ Significant minority investments (10%-50% of voting stock) in securities dealers/brokers and insurance companies, after deducting related
interested parties. quality goals to the Bank’s Customer Experience goodwill, if any (for both solo and consolidated bases)
Council. The Customer Experience Council philosophy, policies and practices may be found
7∕ Other equity investments in non-financial allied undertakings and non-allied undertakings
The Investor Relations Unit also provides includes top executives of the Bank. A Customer in our website, www.bpiexpressonline.com.

company presentations in the annual Feedback Database was also created to

110 2017 Integrated Report ENRICHING RELATIONSHIPS 111


Credit risk-weighted assets. Using the Basel regulatory standardized approach, our total credit risk-weighted assets as of December 31, 2017 amounted
December 31, 2016
to Php 1.17 trillion, and are composed of on-book credit exposures after risk mitigation of Php 1.15 trillion, off-balance sheet risk-weighted assets of
Risk Weights Total CRWA 1/
Exposure after
Php 7.4 billion, counterparty risk-weighted assets in the banking book of Php 1.5 billion and counterparty risk-weighted assets in the trading book of
(Php Mn) risk mitigation
Php 4.4 billion.
0% 20% 50% 75% 100% 150%
Cash on hand 35,460 35,460 - - - - - 35,460
The table below provides a summary of the Bank’s credit risk-weighted assets for 2017 and 2016:
Checks and other cash items 252 - 252 - - - - 252
Due from BSP 239,527 239,527 - - - - - 239,527
Amount
Due from other banks 21,728 - 1,737 19,759 - 232 - 21,728
Credit RWAs (Php Mn) 2017 2016
Available-for-sale (AFS) 23,711 2,167 7,133 9,989 - 4,423 - 23,711
Total RWA (On-balance sheet) 0/ 1,154,999 1,020,825
Held-to-maturity (HTM) 267,361 174,303 13,742 57,984 - 12,174 - 258,202
Total RWA (Off-balance sheet) 0/ 7,389 4,909
UDSCL 2/ - - - - - - - -
Total counterparty RWA (banking book) 1/ 1,454 830
Loans and receivables 981,591 - 48,676 48,946 51,883 825,744 6,342 981,591
Total counterparty RWA (trading book) 4,388 3,325
Loans and receivables - Others
Total RWA credit-linked notes (banking book) - - 4,577 4,577 - - - - - 4,577
3
/
Total Gross RWA 1,168,230 1,029,890
Sales contract receivables 460 - - - - 460 - 460
Deductions: General loan loss provision 2/ (1,647) (1,502)
ROPA ⁴/ 3,004 - - - - - 3,004 3,004
Total Credit RWAs 1,166,583 1,028,388
Sub-total 1,577,672 456,033 71,540 136,678 51,883 843,034 9,346 1,568,514
0/ Risk-weighted assets
Other assets 27,646 - - - - 27,646 - 27,646
1/ For derivatives and repo-style transactions
Total exposures, plus other
1,605,318 456,033 71,540 136,678 51,883 870,680 9,346 1,596,160
2/ In excess of the amount permitted to be included in upper Tier 2 assets
Total risk-weighted OBSA (no CRM) 0/ 5/ 14,308 68,339 38,912 870,680 14,019 1,006,258
Total risk-weighted OBSA (with CRM) / 5
983 572 - 13,012 - 14,566
The Bank’s credit risk exposures on both on- and off-balance sheet assets after mitigation, broken down by risk buckets, for 2017 and 2016 are as follows:
Total RWA (On-Balance Sheet) 15,291 68,911 38,912 883,692 14,019 1,020,825

Schedule A
0
/ On-balance sheet assets
1
/ Credit risk-weighted assets
2
/ Unquoted debt securities classified as loans
December 31, 2017 3/ Loans and receivables arising from repurchase agreements, certificates of assignment/participation with recourse, and securities lending and
borrowing transactions
Exposure after Risk Total 4/ Real and other properties acquired
(Php Mn) risk mitigation Weights CRWA 1/ 5/ Not covered by, and covered by credit risk mitigants, respectively

0% 20% 50% 75% 100% 150%


Cash on hand 34,876 34,876 - - - - - 34,876
Schedule B

Checks and other cash items 256 - 256 - - - - 256


December 31, 2017
Due from BSP 255,962 255,962 - - - - - 255,962
RWA (Off-Balance Sheet) (Php Mn) CEA 0/ Risk Weights Total CRWA 1/
Due from other banks 13,078 589 12,147 343 - 13,078
0% 20% 50% 75% 100% 150%
Available-for-sale (AFS) 22,516 13,306 1,314 4,414 - 3,481 - 22,516
Direct credit substitutes /2
4,404 - 132 - 657 2,868 - 3,657
Held-to-maturity (HTM) 276,950 165,303 10,602 63,129 - 12,644 - 251,679
Transaction-related contingencies 3/ 3,069 - 10 - 35 1,438 - 1,483
UDSCL 2/ - - - - - - - -
Trade-related contingencies 4/ 11,409 - 4 - 45 2,200 - 2,249
Loans and receivables 1,106,060 81,587 50,903 56,434 910,559 6,578 1,106,060
Total RWA (Off-Balance Sheet) 18,882 - 146 - 737 6,506 - 7,389
Loans and receivables - Others
7,299 7,299 - - - - - 7,299
3
/
Sales contract receivables 278 - - - - 278 - 278
ROPA 4/ 2,891 - - - - 2,891 2,891
Sub-total 1,720,166 476,746 94,349 130,592 56,434 927,305 9,468 1,694,895
Other assets 36,562 - - - - 36,562 - 36,562
Total exposures, plus other
1,756,729 476,746 94,349 130,592 56,434 963,868 9,468 1,731,458
assets
Total risk-weighted OBSA (no CRM) 0/ 5/ 18,870 65,296 42,326 963,868 14,202 1,104,562

Total risk-weighted OBSA (with CRM) 5/ 215 286 49,937 50,437

Total RWA (On-Balance Sheet) 19,084 65,582 42,326 1,013,804 14,202 1,154,999

112 2017 Integrated Report ENRICHING RELATIONSHIPS 113


December 31, 2016 December 31, 2016

RWA (Off-Balance Sheet) (Php Mn) CEA /


0
Risk Weights Total CRWA /
1 Counterparty Assets Banking Book Net Amount 0/ Risk Weights Total CRWA 1/
(Php Mn)
0% 20% 50% 75% 100% 150% 0% 20% 50% 100% 150%
Direct credit substitutes /
2
2,437 - - - 646 1,576 - 2,222 Derivative exposures
Transaction-related contingencies 3/ 1,107 - - - 19 1,081 - 1,101 Exchange rate - - - - - - -
Trade-related contingencies / 4
1,740 - 31 - 91 1,465 - 1,587 Interest rate - - - - - - -

Total RWA (Off-Balance Sheet) 5,284 - 31 - 757 4,122 - 4,909 Equity contracts - - - - - - -
Credit derivatives - - - - - - -
0
/ Credit equivalent amount Counterparty Exposures arising - - - - - - -
1
/ Credit risk-weighted assets from Financial Assets 2/
2
/ Such as general guarantees of indebtedness and acceptances
Available-for-Sale - - - - - - -
3
/ Such as performance bonds, bid bonds, warranties and stand-by LCs related to particular transactions
4
/ Arising from movement of goods, such as documentary credit collateralized by underlying shipments, and commitments with an original maturity of Held-to-Maturity 1,660 - - 830 - - 830
up to 1 year Total counterparty RWA 3/ 1,660 - - 830 - - 830
of derivative transactions

0/ Net Exposures After CRM (Uncovered Portion)


1/ Credit risk-weighted assets
2/ Sold/Lent under Repurchase Agreements, Certificates of Assignment/Participation with Recourse, Securities Lending and Borrowing
Schedule C
Agreements (Repo-style Transactions)
3/ Risk-weighted assets

December 31, 2017


Counterparty Assets Banking Book Net Amount 0/ Risk Weights Total CRWA 1/
(Php Mn) Schedule D
0% 20% 50% 100% 150%
Derivative exposures:
Exchange rate - - - - - - - December 31, 2017

Interest rate - - - - - - - Counterparty Assets Trading Book CEA 0/ Risk Weights Total CRWA 1/
Equity contracts - - - - - - - (Php Mn) 0% 20% 50% 100% 150%
Credit derivatives - - - - - - - Derivative exposures
Counterparty Exposures arising - - - - - - - Exchange rate 5,848 - 234 1,879 920 - 3,033
from Financial Assets 2/
Interest rate 2,580 - 28 1,200 38 - 1,266
Available-for-Sale - - - - - - -
Credit derivatives 167 - - 83 0 - 83
Held-to-Maturity 2,907 - - 1,454 - - 1,454
Equity contracts 5 - - - 5 - 5
Total counterparty RWA 3/ 2,907 - - 1,454 - - 1,454
of derivative transactions Total counterparty RWA / of derivative transactions
2
8,600 - 262 3,163 963 - 4,388

December 31, 2016


Counterparty Assets Trading Book CEA 0/ Risk Weights Total CRWA 1/
(Php Mn) 0% 20% 50% 100% 150%
Derivative exposures
Exchange rate 3,709 - 52 1,383 685 - 2,119
Interest rate 1,711 - 32 767 16 - 816
Credit derivatives 780 - - 390 - - 390
Total counterparty RWA / of derivative transactions
2
6,200 - 84 2,541 701 - 3,325

0
/ Credit equivalent amount
1
/ Credit risk-weighted assets
2
/ Risk-weighted assets

114 2017 Integrated Report ENRICHING RELATIONSHIPS 115


Market risk-weighted assets. In terms of capital usage using the Basel standardized approach, total market risk-weighted assets stood at
Php 22.5 billion as of end-2017, of which foreign exposures accounted for more than half, followed by interest rate exposures and equity
exposures, respectively.

The table below presents the breakdown of the Bank’s market risk-weighted assets for 2017 and 2016:

AMOUNT
MARKET RWA (Php Mn)
2017 2016
Using standardized approach
Interest rate exposures 4,409 9,919
Foreign exposures 17,394 4,411
Equity exposures 672 260
TOTAL MARKET RWA / 0
22,475 14,590
0
/ Risk-weighted assets

Operational risk-weighted assets. We currently use the Basel regulatory basic indicator approach to quantify operational risk-weighted
assets, by using the historical total annual gross income as the main measure of risk. In 2017, the Bank’s total operational risk-weighted assets
stood at Php 117.8 billion.

The table below presents the Bank’s operational risk-weighted assets for the years 2017 and 2016:

AMOUNT
OPERATIONAL RWA (Php Mn)
2017 2016
Gross income (a) 63,794 59,206
Capital requirement 1/ 9,569 8,881
Average capital requirement (b) /2
9,428 8,229
Adjusted capital charge (c) 3/ 11,785 10,287
TOTAL OPERATIONAL RWA 0/ 4/ 117,849 102,868
BPI SENIOR LEADERSHIP
0
/ Risk-weighted assets
1
/ (a) multiplied by 15 percent
2
/ Average of 15 percent of (a) for the past (3) years
3
/ (b) multiplied by 125 percent
4
/ (c) multiplied by factor 10

116 2017 Integrated Report ENRICHING RELATIONSHIPS 117


Board of Directors 102-23 Jaime Augusto Zobel de Ayala Fernando Zobel de Ayala Cezar P. Consing
Chairman Vice Chairman President & CEO

118 2017 Integrated Report ENRICHING RELATIONSHIPS 119


Romeo L. Bernardo Ignacio R. Bunye Octavio V. Espiritu Dr. Astrid S. Tuminez Dolores B. Yuvienco Xavier P. Loinaz Antonio Jose U. Periquet
Independent Director Independent Director Independent Director Independent Director Independent Director Independent Director Independent Director

120 2017 Integrated Report ENRICHING RELATIONSHIPS 121


Rebecca G. Fernando Aurelio R. Montinola III Delfin C. Gonzalez, Jr. Mercedita S. Nolledo Gerardo C. Ablaza, Jr.
Director Director Director Director Director

122 2017 Integrated Report ENRICHING RELATIONSHIPS 123


Advisory Council Artemio V. Panganiban, Jr. Oscar S. Reyes Delfin L. Lazaro
Member, Advisory Council Member, Advisory Council Member, Advisory Council

124 2017 Integrated Report ENRICHING RELATIONSHIPS 125


Senior Management Team
Antonio V. Paner Maria Theresa Marcial Javier Joseph Anthony M. Alonso Daniel Gabriel M. Montecillo Ramon L. Jocson Simon R. Paterno Edgardo O. Madrilejo Joseph Albert L. Gotuaco
Executive Vice President Senior Vice President & Senior Vice President & Executive Vice President, Executive Vice President, Executive Vice President, Senior Vice President & Executive Vice President,
and Treasurer Chief Finance Officer Chief Credit Officer Corporate Clients Enterprise Services Financial Products & Services Chief Risk Officer Retail Clients

126 2017 Integrated Report ENRICHING RELATIONSHIPS 127

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