corp gov equitable treatment of shareholders

8/17/2019 Corp Gov Equitable Treatment of Shareholders

1/37

B. EQUITABLE TREATMENT OF SHAREHOLDERS

B.1.1 Do the company's ordinary or common shares have one vote for one share?

1. Annual Corporate Governance Report

METROBANK:https://www.metroan!.com.ph/"ma#es/Consol"$ate$%&'Chan#es%&'"n%&'the%&'ACGR%&'(as%&'o)%&''*+ul&'1,-.p$)

BO:https://www.$o.com.ph/s"tes/$e)ault/)"les/p$)/&'1,%&'Annual%&'Corporate%&'Governance%&'Report.p$)

B0:https://ww&.mp"ma#.com/"ma#es/p$)/Aout2s/3"nal%&'4%&'5EC%&'AGCR%&'3ORM%&'4%&'Ban!%&'o)%&'the%&'h"l"pp"ne%&'0slan$s4%&'%&'%&'3or %&'6&'1,7m$#'8'97$ls'81*.p$)

&. Manual on Corporate Governance ;ot"n# roce$ures

Voting Procedures

Every stockholder entitled to vote on a particular question or matter involvedshall be entitled to one (1 vote for each share of stock in his name!1"#umulative voting is allo$ed provided that the total votes cast by astockholder shall not e%ceed the number of shares registered in his name asof the record date multiplied by the number of directors to be elected!&atters submitted to stockholders for the ratication shall be decided by therequired vote of stockholders present in person or by pro%y!

&aority vote is required for the follo$ing)1 *pproval of the minutes of the annual meeting of the stockholders" +atication of corporate acts, Election of e%ternal auditors

-n the election of directors. nominees receiving the highest number of votesshall be declared elected follo$ing the provision of the #orporation #ode!

https://www.metroan!.com.ph/"ma#es/ocs/Manual%&'on%&'Corporate%&'Governance.p$)

9. e)"n"t"ve 0n)ormat"on 5tatement ;ot"n# roce$ure

/tockholders holding common shares and /eries * preferred shares as of record date. &arch 0. "1". are entitled to one (1 vote per share multipliedby eleven (11. the number of board seats provided in the 2ank3s *mended2y45a$s! * maority of votes shall decide any matter submitted to theshareholders at the meeting. e%cept in those cases $here the la$ requires agreater number! 6here is no manner of voting prescribed in the *mended 2y4

1

https://www.metrobank.com.ph/images/Consolidated%20Changes%20in%20the%20ACGR%20(as%20of%2006Jul2015).pdfhttps://www.metrobank.com.ph/images/Consolidated%20Changes%20in%20the%20ACGR%20(as%20of%2006Jul2015).pdfhttps://www.bdo.com.ph/sites/default/files/pdf/2015%20Annual%20Corporate%20Governance%20Report.pdfhttps://www.bdo.com.ph/sites/default/files/pdf/2015%20Annual%20Corporate%20Governance%20Report.pdfhttps://ww2.mybpimag.com/images/pdf/AboutUs/Final%20-%20SEC%20AGCR%20FORM%20-%20Bank%20of%20the%20Philippine%20Islands-%20%20%20For%20Y2015_mdg0703_dls0716.pdfhttps://ww2.mybpimag.com/images/pdf/AboutUs/Final%20-%20SEC%20AGCR%20FORM%20-%20Bank%20of%20the%20Philippine%20Islands-%20%20%20For%20Y2015_mdg0703_dls0716.pdfhttps://ww2.mybpimag.com/images/pdf/AboutUs/Final%20-%20SEC%20AGCR%20FORM%20-%20Bank%20of%20the%20Philippine%20Islands-%20%20%20For%20Y2015_mdg0703_dls0716.pdfhttps://www.metrobank.com.ph/images/Docs/Manual%20on%20Corporate%20Governance.pdfhttps://www.metrobank.com.ph/images/Docs/Manual%20on%20Corporate%20Governance.pdfhttps://www.bdo.com.ph/sites/default/files/pdf/2015%20Annual%20Corporate%20Governance%20Report.pdfhttps://www.bdo.com.ph/sites/default/files/pdf/2015%20Annual%20Corporate%20Governance%20Report.pdfhttps://ww2.mybpimag.com/images/pdf/AboutUs/Final%20-%20SEC%20AGCR%20FORM%20-%20Bank%20of%20the%20Philippine%20Islands-%20%20%20For%20Y2015_mdg0703_dls0716.pdfhttps://ww2.mybpimag.com/images/pdf/AboutUs/Final%20-%20SEC%20AGCR%20FORM%20-%20Bank%20of%20the%20Philippine%20Islands-%20%20%20For%20Y2015_mdg0703_dls0716.pdfhttps://ww2.mybpimag.com/images/pdf/AboutUs/Final%20-%20SEC%20AGCR%20FORM%20-%20Bank%20of%20the%20Philippine%20Islands-%20%20%20For%20Y2015_mdg0703_dls0716.pdfhttps://www.metrobank.com.ph/images/Docs/Manual%20on%20Corporate%20Governance.pdfhttps://www.metrobank.com.ph/images/Docs/Manual%20on%20Corporate%20Governance.pdfhttps://www.metrobank.com.ph/images/Consolidated%20Changes%20in%20the%20ACGR%20(as%20of%2006Jul2015).pdfhttps://www.metrobank.com.ph/images/Consolidated%20Changes%20in%20the%20ACGR%20(as%20of%2006Jul2015).pdf


2/37

5a$s of the 2ank! 7ence. voting may be done viva voce. by sho$ of hands. orby balloting!

6he #orporate /ecretary of the 2ank is tasked and authori8ed to count voteson any matter properly brought to the vote of the shareholders. including theelection of directors!

6he follo$ing items $ill be included in the agenda for the meeting)1! #all to order"! Proof of notice and determination of e%istence of quorum,! *pproval of the minutes of the previous annual meeting of shareholders

held on &ay "9. "11 (copy of $hich is attached to this :nformation/tatement as *nne% *

;! President's report

&anagement during their term of o=ce>! Election of Directors9! &atter for /hareholders3 *pproval

a! E%tension of corporate term for another fty (9. and thecorresponding amendment to the ourth *rticle of the *rticles of :ncorporation

b! Declaration of ,@ stock dividendsA! *ppointment of E%ternal *uditor0! -ther &atters1!*dournment

https://www.$o.com.ph/s"tes/$e)ault/)"les/p$)/$e)"n"t"ve%&'"n)o%&'statement%&'&'1&(3A-0N50E.p$)

"

https://www.bdo.com.ph/sites/default/files/pdf/definitive%20info%20statement%202012(FA)INSIDE.pdfhttps://www.bdo.com.ph/sites/default/files/pdf/definitive%20info%20statement%202012(FA)INSIDE.pdfhttps://www.bdo.com.ph/sites/default/files/pdf/definitive%20info%20statement%202012(FA)INSIDE.pdfhttps://www.bdo.com.ph/sites/default/files/pdf/definitive%20info%20statement%202012(FA)INSIDE.pdfhttps://www.bdo.com.ph/sites/default/files/pdf/definitive%20info%20statement%202012(FA)INSIDE.pdf


3/37

B1.&. Bhere the company has more than one class of shares. does the companypublici8e the voting rights attached to each class of shares (e!g! through thecompany $ebsiteCreportsCthe stock e%changeCthe regulator's $ebsite?

1! *nnual +eport (inancial /tatements #apital /tock

Presented in E%hibit ; is the *udited inancial /tatements of &etrobank andits /ubsidiaries as of December ,1. "1" and "11 and for the years endedDecember ,1. "1". "11 and "1! /y#ip orres Velayo F #o! (/Vaudited such nancial statements!

*ttached to the audited nancial statements is the notari8ed /tatement of &anagement +esponsibility for inancial /tatements $hich $as signed by&essrs! *rthur 6y (#hairman. abian /! Dee (President. Goshua E! Haing(#ontroller and ernand *ntonio *! 6ansingco (6reasurer! :nformation on:ndependent *ccountant

1! /V has been the e%ternal auditors of the registrant since 10>"! :n

compliance $ith /+# +ule >A. as *mended (, (b (i%. the signingpartners are rotated after every ve years of engagement! 6he follo$ing/V Partners have revie$edCaudited the nancial statements of theregistrant and signed the reports of the independent auditors for the yearsended as indicated belo$)

&r! *ris #! &alantic "1" and "11 "11 and "1 "1 and "0 "0 and"A &s! Vicky 2! 5ee4/alas "A and "9 "9 and ">

"! 6he 2ank intends to retain /V as its e%ternal auditors for the year "1,! 6he e%ternal auditors are appointed annually by the registrant3s 2-D in itsorgani8ational meeting held immediately after the *nnual /tockholders3&eeting!

Professional /ervices and ees

6he aggregate fees billed and paid for each of the last t$o scal years forprofessional services rendered by the registrant3s e%ternal auditors aresummari8ed belo$)

*udit #ommittee3s *pproval Policies and Procedures for *bove /ervices 6he :nstitutional *ccounting Division of the 2ank3s #ontrollership roup. uponconsultation $ith the #ontroller and the President. revie$s the continuingeligibility of the 2ank3s e%ternal auditors andCor other probable candidates.

,


4/37

considering certain criteria. during the rst quarter of each year forappointment by a maority vote of the 2-D on its rst meeting after theannual stockholders3 meeting held on any day in *pril or &ay of each year!

Ipon selection by the #ontroller and the President. the recommendation forhiring of the preferred e%ternal auditors shall be presented by the #ontroller

to the *udit #ommittee. $hich shall then evaluate and endorse theappointment of the e%ternal auditors to the 2-D for approval as authori8edby the stockholders! 6his shall be included by the #orporate /ecretary in theagenda of the organi8ational meeting of the 2-D held immediately after the*nnual /tockholders3 &eeting!

*ppointment of &embers and #omposition of the *udit #ommittee 6he members of the *udit #ommittee are appointed annually by the 2-D of the registrant! :t shall be composed of at least three (, board members. atleast t$o (" of $hom shall be independent directors. including the #hairman.preferably $ith accounting and nance e%perience. and one (1 of $hom shallhave related audit e%perience commensurate $ith the si8e. comple%ity of

operations and risk prole of the 2ank!

*s provided in its amended charter. one of the duties and responsibilities of the *udit #ommittee is to e%ercise eJective oversight of e%ternal auditfunctions! Bith respect to the registrant3s independent e%ternal auditors. the*udit #ommittee is responsible to)

1! *ppoint and terminate the independent e%ternal auditorsK"! +evie$ the annual plan (including scope and frequency of the e%ternal

auditorsK,! Discuss $ith e%ternal auditors before the audit commences the nature.

scope and e%penses of the audit. and ensure coordination $here morethan one audit rm is involvedK

;! +evie$ independent e%ternal auditors3 report on the results of the audit of the annual nancial statements before these are submitted to the 2-D forapproval. focusing particularly on any changeCs in accounting policies andprocedures. maor estimates. assumptions and udgmental areas. unusualor comple% transactions. signicant adustments. material errors andfraud. going concern assumption. compliance $ith accounting standards.and compliance $ith ta%. legal and regulatory requirementsK

>! Leep the nature and e%tent of non4audit services provided by the e%ternalauditors under revie$ and disallo$ any nonaudit $ork that $ill conMict$ith or pose a threat to the independence of the e%ternal auditorsK

9! &eet $ith the lead audit partner and other members of the audit team asnecessary. $ithout the presence of management. to discuss issues arisingfrom the audit and any other matters that the e%ternal auditors may $ishto raise $ith the *# and vice versaK

A! #onduct regular performance appraisal of e%ternal auditorsK

;


5/37

0! Ensure that the e%ternal auditors shall have free and full access to all the2ank3s records. properties and personnel relevant to the audit activity.and that audit be given latitude in determining the scope of auditinge%aminations. performing $ork. and communicating results and shall befree from interference by outside parties in the performance of $orkK and

1!+ecommend necessary enhancements in the audit processes!

P*E/ 1""41"; /EE https)CC$$$!metrobank!com!phCimagesC*nnual@"+eportsC"1;@"*nnual@"+eport@"(inancial@"/tatements!pdf

2!" Hotice of *&

2!"!1 Does each resolution in the most recent *& deal $ith only one item. i!e!.there is no bundling of several items into the same resolution?

1! Denitive :nformation /tatement *nnual &eeting of /takeholders

2D-) https)CC$$$!bdo!com!phCsitesCdefaultClesCpdfCdenitive@"info@"statement@""1"(*:H/:DE!pdf

"! #orporate Bebsite &inutes of all eneral or /pecial /tockholders &eetings

/EE) https)CC$$$!metrobank!com!phCimagesC&inutes@"/pecial@"/tockholders@"&eetingsC&inutesN*/&N"1

,! #orporate Bebsite "41< Disclosures and Press +eleases

/EE) https)CC$$$!metrobank!com!phCinvestorNrelations!asp

;! Denitive :nformation /tatement Proposed *ction

*ction $ith +espect to +eports and -ther Proposed *ction

6here is no action to be taken $ith respect to any report of the 2ank or of itsdirectors. o=cers or committees. e%cept for the approval of the minutes of any meeting of its security holders!

*t the *nnual /hareholders3 &eeting. shareholders $ill be asked to approveand ratify all acts of the 2oard of Directors and &anagement during theirterm of o=ce!

https)CC$$$!bdo!com!phCsitesCdefaultClesCpdfCdenitive@"info

@"statement@""1"(*:H/:DE!pdf


6/37

2!"!" :s the company3s notice of the most recent *&Ccirculars fully translated intoEnglish and published on the same date as the local4 language version?

1! Denitive :nformation /tatement Hotice

https)CC$$$!bdo!com!phCsitesCdefaultClesCpdfCdenitive@"info@"statement

@""1"(*:H/:DE!pdf

>

https://www.bdo.com.ph/sites/default/files/pdf/definitive%20info%20statement%202012(FA)INSIDE.pdfhttps://www.bdo.com.ph/sites/default/files/pdf/definitive%20info%20statement%202012(FA)INSIDE.pdfhttps://www.bdo.com.ph/sites/default/files/pdf/definitive%20info%20statement%202012(FA)INSIDE.pdfhttps://www.bdo.com.ph/sites/default/files/pdf/definitive%20info%20statement%202012(FA)INSIDE.pdf


7/37

2!"!, *re the proles of directorsCcommissioners (at least age. academicqualication. date of rst appointment. e%perience. and directorships in other listedcompanies in seeking electionCre4election included?

1! D:/ Directors and E%ecutives -=cers

:tem

:ncumbent Directors (1; 4 *ll directors are elected for a term of one year anduntil their successors shall have been elected and qualied! 2elo$ is a list of &etrobank3s incumbent directors $ith their corresponding businessa=liations and other qualications!

E-+E /!L! 6O roup #hairman Dr! eorge /!L! 6y. ilipino. A" years

old. founder of &etrobank. has been

the #hairman of the &etrobank roup

since ">! Previous to that. or from

109< to ">. he $as &etrobank3s#hairman! Dr! 6y served as 6 #apital

7oldings. :nc!3s (6#*P #hairman

from its inception in "9 until "1"!

*fter that. he became 6#*P3s roup

#hairman. a position that he

continues to hold! 7e is also

concurrently the #hairman of the

2oard of 6rustees of the &etrobank

oundation. :nc!. the 2oard of

Directors of 6oyota &otor Philippines

#orporation and 6oyota *utoparts

Philippines #orporation! Dr! 6y

graduated from the Iniversity of

/anto 6omas!

Dr! 6y is the father of #hairman *rthur

6y. #orporate /ecretary *lfred 6y and

Vice4President *nanette 6! Dy 2uncio.

and father4in4la$ of irst Vice4

President andra &! 6y!

*+67I+ 6O

#hairman #hairman. E%ecutive

#ommittee :6 /teering #ommittee

Vice4#hairman. *nti4&oney

5aundering #ommittee &ember.

#orporate overnance #ommittee

-verseas 2anking #ommittee

&r! *rthur 6y. ilipino. ;A years old.has been the 2ank3s #hairman since

"1"! Previous to that. or from ">

to "1". he $as the 2ank3s President!

7e has been a co4Vice #hairman of

6#*P since "1;. #hairman of

&etropolitan 2ank #hina (5td! since

"1. Vice4#hairman of P/2ank since

9


8/37

Domestic Equity :nvestments

#ommittee

"1. and Vice4#hairman of &:#

since "1"! 7e earned his 2achelor of

/cience degree in Economics at the

Iniversity of #alifornia. 5os *ngeles

and obtained his &asters in 2usiness

*dministration degree from #olumbiaIniversity. He$ Oork!

7is father. Dr! eorge /! L! 6y. is

&etrobank roup #hairman $hile his

siblings *lfred 6y and *nanette 6! Dy

2uncio are #orporate /ecretary and

Vice4President. respectively! 7e is

married to andra &! 6y. &etrobank

irst Vice4President+*H#:/#- #! /E2*/6:*H

Vice4#hairman

Vice4#hairman. -verseas 2anking

#ommittee &ember. Domestic Equity

:nvestments #ommittee Hominations

#ommittee +otating

&ember. E%ecutive #ommittee

&r! rancisco #! /ebastian. ilipino. >

years old. has been the Vice4#hairman since ">! 7e oined the

&etrobank roup in 1009 as &:#

President until he $as appointed

#hairman in "11! 7e earned his *2

degree in Economics. &agna #um

5aude. from the *teneo de &anila

Iniversity in 109

*2:*H /! DEE

PresidentVice4#hairman. E%ecutive #ommittee

:6 /teering #ommittee

&ember. 6rust #ommittee -verseas

2anking #ommittee *nti4&oney

5aundering #ommittee

&r! abian /! Dee. ilipino. 4"1". *ccount

&anagement roup (""4"> and

&arketing #enter ("14""! /ince

">. he has been a director of

&etrobank #ard #orporation! 7e

holds a degree in &anagement

Engineering from the *teneo de

&anila Iniversity!+EH*6- #! V*5EH#:*

:ndependent Director

#hairman. *udit #ommittee

Hominations #ommittee +elated

Party 6ransactions #ommittee

&ember. +isk -versight #ommittee

&r! +enato #! Valencia. ilipino. 9"

years old. $as rst elected

independent director in 100A!

#oncurrently. he is the President and

#E- of +o%as 7oldings. :nc!.

#hairman and :ndependent Director

of iPeople :nc!. :ndependent Director

of 7ouse of :nvestments. :nc! and

A


9/37

Vulcan :ndustrial and &ining. :nc!.

Director of *nglo Philippine 7oldings.

:nc! and &alayan :nsurance #ompany.

:nc! 7e $as President and #E- of the

/ocial /ecurity /ystem from 100 to

100A! 7e is a graduate of Philippine&ilitary *cademy $ith a degree in

2!/! en! Engineering. and also holds

an &2* from the *sian :nstitute

&anagement!+E&ED:-/ 5! &*#*5:H#*

:ndependent Director

#hairman. +isk -versight #ommittee

Vice4#hairman. #orporateovernance #ommittee *udit

#ommittee

&ember. +elated Party 6ransactions

#ommittee

&rs! +emedios #! &acalincag. ilipino.

9A years old. $as rst elected

independent director in ";! /he

has been the #hairperson and

President of Premium Equities. :nc!

since "0. served as President and

#E- of Development 2ank of the

Philippines (100A4"" and

#hairperson of 5I uarantee

#orporation (100A4""! /he

nished her degree in 2usiness

*dministration from the Iniversity of

the East $here she also completed

the academic requirements for a

&aster of *rts in Economics! /he also

holds a Diploma in Economic

Development from the Iniversity of &anchester. England!

ED&IHD *! -

Director #hairman. *nti4&oney

5aundering #ommittee

Vice4#hairman. 6rust #ommittee +isk

-versight #ommittee

&ember. :6 /teering #ommittee

&r! Edmund *! o. ilipino. >; years

old. $as rst elected director in "9!

7e has been a director of

&etropolitan 2ank #hina (5td! since

"1 and Director for :nvestments of

*teneo de &anila Iniversity since

"1! 7e served as &etrobank

6reasurer ("4"9 and consultant

of the Philippine Dealing andE%change #orp! on /ecurities 6raining

and Development ("A4"1! 7e is

a #ertied Public *ccountant and

holds a 2/ #ommerce Degree in

*ccounting. #um 5aude. from the /an

2eda #ollege and an &2*. $ith

distinction. from the *sian :nstitute of

0


10/37

&anagement! P*E 0411

6he seven (9 :ndependent Directors. namely. &r! +enato #! Valencia. &r! Gesli*! 5apus. &r! +obin *! Ling. Dr! Vicente 2! ValdepeQas. Gr!. &r! +e% #! Drilon ::.&s! +emedios 5! &acalincag and &r! rancisco ! Del +osario. Gr! have al$ays

possessed the qualications and none of the disqualications of anindependent director!

2! E%ecutive -=cers (1,

Goshua E! Haing

/enior E%ecutive

Vice4President

&r! Goshua E! Haing. ilipino. ! 7e has been a director of

&etropolitan 2ank #hina (5td! since "1". #hairman of

&etrobank 2ahamas since "1. and Vice4#hairperson of

Philippine *R* 5ife :nsurance #orporation (*R*

Philippines since "1!&aritess 2!

*ntonio

E%ecutive Vice4

President

&s! &aritess 2! *ntonio. ilipino. ! 7e oined &etrobank in 100; as 7ead

1


11/37

E%ecutive Vice4

President

of the #orporate Planning Division (no$ /trategic

Planning Division! 7e has been the #orporate /ecretary

of *R* Philippines since "1!#ora8on &a!

6herese 2!

Hepomuceno

E%ecutive Vice4

President

&s! #ora8on &a! 6herese 2! Hepomuceno. ilipino. . &anila

&edical /ervices. :nc! since ",. and Vice4#hairman of

&anila 6ytana #olleges since "11!

Vivian 5! 6iu

E%ecutive

Vice4President

&s! Vivian 5ee46iu. ilipino. ! Previous to

that. she held various positions in 2ranch 2anking!

11


12/37

https)CC$$$!metrobank!com!phCimagesC/E#@""4:/Cor@"the@"year@""1

"! D:/ Hominee Directors

2ased on the 2ank3s *rticles of :ncorporation and 2y4la$s. the total number

of directors is fourteen (1;! -ut of this number. e%isting regulations as $ellas the 2ank3s #orporate overnance &anual provide that at least t$entypercent ("@ but not less than t$o (" members of the 2oard shall beindependent directors!

or the "1


,! *nnual +eport 2oard of Directors

-ur 2oard of Directors is the highest governance body of the bank! :tprovides direction on the business of the bank and delegates the conduct ofsuch business to the bank3s management and operating levels under theleadership of its #hief E%ecutive -=cer! 6he 2oard3s directive is to generatereasonable returns on shareholder capital by. among others. revie$ing andapproving strategies and obectives. appointing senior e%ecutives. conrmingorgani8ational structures. approving enterprise4$ide policies. monitoring

1"

https://www.metrobank.com.ph/images/SEC%2020-IS/For%20the%20year%202015.pdfhttps://www.metrobank.com.ph/images/SEC%2020-IS/For%20the%20year%202015.pdfhttps://www.metrobank.com.ph/images/SEC%2020-IS/For%20the%20year%202015.pdfhttps://www.metrobank.com.ph/images/SEC%2020-IS/For%20the%20year%202015.pdfhttps://www.metrobank.com.ph/images/SEC%2020-IS/For%20the%20year%202015.pdfhttps://www.metrobank.com.ph/images/SEC%2020-IS/For%20the%20year%202015.pdfhttps://www.metrobank.com.ph/images/SEC%2020-IS/For%20the%20year%202015.pdfhttps://www.metrobank.com.ph/images/SEC%2020-IS/For%20the%20year%202015.pdf


13/37

business and nancial performance. overseeing risk managementframe$orks and risk appetite. and fostering regulatory compliance! 2P:3s2oard operates $ith signicant independence from its management! -ur#hairman has historically been a non4e%ecutive and separately appointedfrom our #hief E%ecutive -=cer

-ur 2oard convenes regular meetings in accordance $ith a monthly cycle.and special meetings may be called for as neededK in "1;. the 2oardconvened 1; times!

#omposition) -ur 2oard consists of 1< directors. si% of $hom are classied asindependent. or having no interest or relationship $ith 2P: at time of election.appointment. or re4election! ourteen of these 1< directors are non4e%ecutiveo=cers of the bank. and the one e%ecutive director is the bank3s Presidentand #E-!

Sualication) -ur board members are business and civic professionals ofsignicant stature and integrity. $ith a track record of accomplishment in

their o$n right. often independent of our bank! 6hey deliver a broad range ofe%perience and e%pertise on subect matters relevant to the governance ofpresent4day universal banking institutions

https)CC$$"!mybpimag!comCimagesCpdfC2P:@"*nnual@"+eport@""1;@"4@"5o$!pdf

1,

https://ww2.mybpimag.com/images/pdf/BPI%20Annual%20Report%202014%20-%20Low.pdfhttps://ww2.mybpimag.com/images/pdf/BPI%20Annual%20Report%202014%20-%20Low.pdfhttps://ww2.mybpimag.com/images/pdf/BPI%20Annual%20Report%202014%20-%20Low.pdfhttps://ww2.mybpimag.com/images/pdf/BPI%20Annual%20Report%202014%20-%20Low.pdf


14/37

2"!; *re the auditors seeking appointmentCre4appointment clearly identied?

1! D:/4 :ndependent Public *ccountants"! D:/ :nformation on :ndependent Public *ccountant

/y#ip orres Velayo F #o!. #P*s (/V has been the e%ternal auditors of the

2ank since 10>"! +epresentatives of /V are e%pected to be present at the&eeting and $ill have the opportunity to make a statement if they desire to doso. and $ill be available to ans$er appropriate questions from the stockholders!

&s! Ganeth 6! HuQe84Gavier. /V Partner. revie$edCaudited the roup3s nancialstatements as of and for the years ended December ,1. "1; and "1,! :ncompliance $ith the amended /+# +ule >A (, (b (i%. the signing partners arerotated after every ve years reckoned from the year ""!

6he 2ank intends to retain /V as its e%ternal auditors for the year "1< and issubmitting the same to the stockholders for ratication as endorsed by the *udit#ommittee $ith the approval of the 2oard of Directors!


:ndependent Public *ccountants 6he present e%ternal auditor of the 2ank. Punongbayan F *raullo. $ill berecommended to be reappointed as the e%ternal auditor of the registrant for theensuing year! +epresentatives of the said rm are e%pected to be present at thesecurity holders3 meeting. and they $ill have the opportunity to make a statement if they desire to do so and are e%pected to be available to respond to appropriatequestions from the stockholders!

Punongbayan F *raullo $as rst appointed e%ternal auditor of the 2ank in "1 andhas not resigned. been dismissed or nor has its services ceased since itsappointment! 6he 2ank has had no material disagreement $ith Punongbayan F*raullo on any matter of accounting principle or practices or disclosures in the2ank3s nancial statements!

6he 2ank engaged &r! 2enamin P! Valde8. Partner of Punongbayan F *raullo. for thee%amination of the 2ank3s nancial statements for the years "9 to "1!Previously. the 2ank engaged &r! rancis 2! *lbalate. Partner of Punongbayan F*raullo. for the e%amination of the 2ank3s nancial statements from "< to ">! 6he 2ank is compliant $ith the rotation requirement of its e%ternal auditor3scertifying partner as required under /+# +ule >A (,(b(iv!

*udit and *udit4+elated ees 6he aggregate fees billed for each of the last t$o (" scal years for professionalservices rendered by the e%ternal auditor $as P9.,10. for the year "11. andP>.


15/37

https)CC$$$!bdo!com!phCsitesCdefaultClesCpdfCdenitive@"info@"statement@""1"(*:H/:DE!pdf

1


16/37

2!"!< 7as an e%planation of the dividend policy been provided?

1! &anual on #orporate overnance Dividend Policy

#onsistent $ith e%isting practice. dividends shall be declared at such timesand in such percentages as the 2oard may determine! Dividends are paid out

of unrestricted retained earnings subect to prior approval of the 2/P!Dividends shall be declared or paid in accordance $ith the la$. regulations of the 2/P. /E#. P/E and the pertinent policies of the 2ank!

https)CC$$$!metrobank!com!phCimagesCDocsC&anual@"on@"#orporate@"overnance!pdf

"! D:/ Dividends

6he 2ank3s 2oard of Directors is authori8ed to declare dividends annually! /tockDividend declarations require further approval of stockholders representing notless than t$o4thirds ("C, of all stocks outstanding and entitled to vote! /uch

stockholders3 approval may be given at a general or special meeting duly calledfor the purpose! Dividends may be declared only from surplus prots aftermaking proper provisions for necessary reserves in accordance $ith applicablela$s and the regulations of the 2/P! 6he declaration of dividends by Philippinebanks also requires 2/P approval!

-n 0 Ganuary "1. the 2oard approved the declaration of annual cash dividendson peso denominated preferred shares at the rate of >! billionpayable to stockholders of record as of 1> *ugust "11! 6he cash dividenddeclaration $as approved by 2/P on ", Gune "11 and $as paid on ,1 *ugust"11!

https)CC$$$!bdo!com!phCsitesCdefaultClesCpdfCdenitive@"info@"statement@""1"(*:H/:DE!pdf

,! *nnual +eport (inancial /tatements #apital /tock

1>

https://www.metrobank.com.ph/images/Docs/Manual%20on%20Corporate%20Governance.pdfhttps://www.metrobank.com.ph/images/Docs/Manual%20on%20Corporate%20Governance.pdfhttps://www.bdo.com.ph/sites/default/files/pdf/definitive%20info%20statement%202012(FA)INSIDE.pdfhttps://www.bdo.com.ph/sites/default/files/pdf/definitive%20info%20statement%202012(FA)INSIDE.pdfhttps://www.metrobank.com.ph/images/Docs/Manual%20on%20Corporate%20Governance.pdfhttps://www.metrobank.com.ph/images/Docs/Manual%20on%20Corporate%20Governance.pdfhttps://www.bdo.com.ph/sites/default/files/pdf/definitive%20info%20statement%202012(FA)INSIDE.pdfhttps://www.bdo.com.ph/sites/default/files/pdf/definitive%20info%20statement%202012(FA)INSIDE.pdf


17/37

/EE page ,4; of this document2!"!>! :s the amount payable for nal dividends disclosed?

1! D:/ 4 Dividends

/EE page 1; of this document

"! *nnual +eport (inancial /tatements #apital /tock

/EE pages ,4; of this document

,! #orporate Bebsite Disclosure and Press +eleases (&arch 1" Declaration of #ash Dividends

/EE) https)CC$$$!metrobank!com!phCVie$:mage!asp?idT,;A,

19

https://www.metrobank.com.ph/ViewImage.asp?id=3483https://www.metrobank.com.ph/ViewImage.asp?id=3483


18/37

2!"!9! Bere the pro%y documents made easily available?

1! Denitive :nformation /tatement 4 Pro%y Voting orm


1A

https://www.metrobank.com.ph/images/SEC%2020-IS/For%20the%20year%202015.pdfhttps://www.metrobank.com.ph/images/SEC%2020-IS/For%20the%20year%202015.pdfhttps://www.metrobank.com.ph/images/SEC%2020-IS/For%20the%20year%202015.pdfhttps://www.metrobank.com.ph/images/SEC%2020-IS/For%20the%20year%202015.pdf


19/37

2, :nsider trading and abusive self4dealing should be prohibited

2!,!1! Does the company have policies andCor rules prohibitingdirectorsCcommissioners and employees to benet from kno$ledge $hich is notgenerally available to the market?

1! *nnual #orporate overnance +eport) #onsolidated #hanges as of Guly >."1< 4 Ise of #ompany unds. *ssets and :nformation

#ode of #onduct and Ethics for 2ank Directors

Every director must observe condentiality of non4public information acquiredby reason of his position as a director! 7e may not disclose said information$ithout the authority of the board

#ode of #onduct for Employees (&aintenance and Protection of 2ankProperty

6he 2ank believes that proper and appropriate use. maintenance andprotection of 2ank properties. including its operating systems and facilities.contribute to its overall obective of attaining success in all its varying andchanging business endeavors! :n line $ith the 2ank3s thrust to ma%imi8e itsresources. all employees have the primary responsibility of ensuring theeJective. e=cient and responsible utili8ation and handling of 2ank operatingsystems and properties including prevention of $aste and damage to thesame! %%%

https)CC$$$!metrobank!com!phCimagesC#onsolidated@"#hanges@"in@"the@"*#+@"(as@"of@">Gul"1


20/37

legitimate business purpose! :t further requires the reporting insiders toconrm their respective benecial o$nership of listed shares of stock in theirrespective companies. if any. and report any changes thereto on the ne%ttrading day from the date of the change pursuant to the requirements of the/ecurities and E%change #ommission and the Philippine /tock E%change!#ode of #onduct and Ethics for 2ank Directors

Every director must observe condentiality of non4public information acquiredby reason of his position as a director! 7e may not disclose said information$ithout the authority of the board!

#ode of #onduct for Employees (Preservation of #ondential :nformation

6he 2ank advocates protection of condential information as a basic principlein maintaining public trust and nurturing business endeavors! :n line $ith thisprinciple. the 2ank al$ays complies $ith 2ank /ecrecy la$s! Employees aree%pected to adopt every practicable measure to preserve condentialinformation at all times! Employees should not disclose or provide

condential documents or strategic information to any third party. $ithoute%pressed $ritten consent of senior authority or the aJected client. or unlessauthori8edCrequired by e%isting la$s! 6his includes. but is not limited to.information relating to clients. competitors or suppliers of the 2ank!



21/37

2!,!"! *re the directorsCcommissioners required to report their dealings in companyshares $ithin , business days?

1! *nnual #orporate overnance +eport) #onsolidated #hanges as of Guly >."1< 4 +espect for 6rade /ecretsCIse of Hon4public information

/EE pages 1941A of this document

"! "1; *nnual +eport Policy on :nsider 6rading

6o ensure that shareholders are aJorded protection and that individuals donot benet from kno$ledge $hich is not generally available to the market.&etrobank has instituted its o$n :nsider 6rading Policy! 6he policy covers thestandard of conduct applicable to all directors and employees $ithin the&etrobank roup including their immediate family members residing $iththem in the same household and corporations. other entities and fundssubect to their inMuence or control! 6he policy is applied to all insiders havingaccess to material non4public information about the securities of companies

$ithin the &etrobank roup as $ell as the securities of any of their corporateclients and business partners!

6he policy requires that the disclosure of material non4public informationabout any of the companies $ithin the &etrobank roup or any Partner shallbe made on a reasonable need4to4kno$ basis and in furtherance of alegitimate business purpose! :t further requires the reporting insiders toconrm their respective benecial o$nership of listed shares of stock in theirrespective companies. if any. and report any changes thereto on the ne%ttrading day from the date of the change pursuant to the requirements of the/E# and the Philippine /tock E%change!

https)CC$$$!metrobank!com!phCimagesC*nnual@"+eportsC"1;@"*nnual@"+eport!pdf

"1

https://www.metrobank.com.ph/images/Annual%20Reports/2014%20Annual%20Report.pdfhttps://www.metrobank.com.ph/images/Annual%20Reports/2014%20Annual%20Report.pdfhttps://www.metrobank.com.ph/images/Annual%20Reports/2014%20Annual%20Report.pdfhttps://www.metrobank.com.ph/images/Annual%20Reports/2014%20Annual%20Report.pdf


22/37

2; +elated Party 6ransactions by directors and key e%ecutives

2!;!1 Does the company have a policy requiring directorsC commissioners todisclose their interest in transactions and any other conMicts of interest?

1! &anual on #orporate overnance 4+elated Party 6ransactions

+elated Party 6ransactions #ommittee

Duties and +esponsibilities

6he +P6# shall revie$ proposals on +elated Party 6ransactions by consideringthe follo$ing)

W :dentity of the parties involved in the transaction or relationshipKW 6erms of the transaction or relationship and $hether these are no less

favorable than terms generally available to an unrelated third partyunder the same circumstancesK

W 2usiness purpose. timing. rationale and benets of the transaction or

relationshipKW *ppro%imate monetary value of the transaction and the appro%imate

monetary value of the +elated Party3s interest in the transactionKW Valuation methodology used and alternative approaches to valuation of

the transactionKW :nformation concerning potential counterparties in the transactionKW Description of provisions or limitations imposed as a result of entering

into the transactionKW Bhether the proposed transaction includes any potential reputational

risk issues that may arise as a result of or in connection $ith thetransactionK

W :mpact to a Director3s independenceK and.W E%tent that such transaction or relationship $ould present an improper

conMict of interest!


"! "1; *nnual +eport air 2usiness 6ransactions 6he members of the 2oard conduct fair business transactions $ith the 2ankand ensure that personal interest does not bias 2oard decisions! Directors$henever possible. avoid situations that $ould give rise to a conMict of interest! :f transactions $ith the 2ank cannot be avoided. it is done in theregular course of business and upon terms not less favorable to the 2ankthan those oJered to others! 5ike$ise. employees are enoined from directlyor indirectly engaging in any conduct or activity that may be construed asinconsistent or incompatible $ith &etrobank3s business interests!

6he 2ank has adopted a policy on related party transactions $heretransactions $ith related parties are revie$ed by a 2oard #ommitteecomposed of independent directors and require prior $ritten approval of themembers of the 2oard. $ith the e%clusion of the director concerned in case

""

https://www.metrobank.com.ph/images/Docs/Manual%20on%20Corporate%20Governance.pdfhttps://www.metrobank.com.ph/images/Docs/Manual%20on%20Corporate%20Governance.pdfhttps://www.metrobank.com.ph/images/Docs/Manual%20on%20Corporate%20Governance.pdfhttps://www.metrobank.com.ph/images/Docs/Manual%20on%20Corporate%20Governance.pdf


23/37

the transaction involves him or his related interests! *ll directors and o=cersare required to disclose related party transactions and it includes a sign4oJ and commitment to disclose proposed transactions that the director or o=ceror their related party $ill undertake $ith &etrobank!

https)CC$$$!metrobank!com!phCimagesC*nnual@"+eportsC"1;@"*nnual@"+eport!pdf

,! *nnual #orporate overnance +eport) #onsolidated #hanges as of Guly >."1< 4 #onMict of :nterest

Directors

E%cerpts from the #ode of #onduct and Ethics for 2ank Directors)

Every director must remain t and proper for the position for the duration of his term! 7e should possess unquestionable integrity to make decisionsobectively and resist undue inMuence!

Every director must act udiciously! 2efore deciding on any matter broughtbefore the 2oard. every director should thoroughly evaluate the issues. askquestions and seek clarications $hen necessary!

Every director should vie$ each problemCsituation obectively! Bhen adisagreement $ith others occurs. he should carefully evaluate the situationand state his position! 7e should not be afraid to take a position even thoughit might be unpopular! #orollarily. he should support plans and ideas that hethinks $ill be benecial to the 2ank!

Every director must conduct fair business transactions $ith the 2ank andensure that personal interest does not bias board decisions! * director should.$henever possible. avoid situations that $ould give rise to a conMict of interest! :f a transaction $ith the 2ank can not be avoided. it should be donein the regular course of business and upon terms not less favorable to thebank than those oJered to others!

6he basic principle to be observed is that a director should not use hisposition to make prot or to acquire benet or advantage for himself andCorhis related interests! 7e should avoid situations that $ould compromise hisimpartiality!

/enior &anagement and Employee

*!" #ode of #onduct /tandards of #onduct *voidance of #onMict of :nterest

#onMict of interest arises $hen an employee is engaged in a personal activitythat directly competes or may potentially compete $ith the 2ank3s business! 6his includes activities that claim the employee3s time and attention duringo=ce hours!

",

https://www.metrobank.com.ph/images/Annual%20Reports/2014%20Annual%20Report.pdfhttps://www.metrobank.com.ph/images/Annual%20Reports/2014%20Annual%20Report.pdfhttps://www.metrobank.com.ph/images/Annual%20Reports/2014%20Annual%20Report.pdfhttps://www.metrobank.com.ph/images/Annual%20Reports/2014%20Annual%20Report.pdf


24/37

6he employee is e%pected to eJectively manage hisCher personal aJairs andavoid any situation or business endeavors arising from associations. interestsor relationships that may lead to conMict or potential conMict bet$een hisCherpersonal interests and that of the 2ank!

https)CC$$$!metrobank!com!phCimagesC#onsolidated@"#hanges@"in

@"the@"*#+@"(as@"of@">Gul"1


25/37

;! "1; *nnual +eport (inancial /tatements +elated Party 6ransactions

Parties are considered to be related if one party has the ability. directly orindirectly. to control the other party or e%ercise signicant inMuence over theother party in making nancial and operating decisions or if they aresubected to common control or common signicant inMuence such as

subsidiaries and associates of subsidiaries or other related parties! +elatedparties may be individuals or corporate entities and are classied as entities$ith signicant inMuence. subsidiaries. associates. other related parties andkey personnel (Hotes " and 11!

6he roup has several business relationships $ith related parties! 6ransactions $ith such parties are made in the ordinary course of businessand on substantially same terms. including interest and collateral. as thoseprevailing at the time for comparable transactions $ith other parties! 6hesetransactions also did not involve more than the normal risk of collectibilityand did not present other unfavorable conditions!

6he Parent #ompany has a +elated Party 6ransactions #ommittee (+P6#$hich is created to assist the 2-D in ensuring that transactions $ith relatedparties are revie$ed to assess risks and are subected to appropriaterestrictions to ensure that these are conducted at arm3s4length terms andthat corporate or business resources of the Parent #ompany are notmisappropriated or misapplied! *fter appropriate revie$. +P6# discloses allinformation and endorses to the 2-D $ith recommendations. the proposedrelated party transactions! 6he members of the +P6# are appointed annuallyby the 2-D! #urrently. +P6# composed of four (; independent directors(including the #ommittee3s #hairmanK the head of :nternal *udit roupK andthe #ompliance -=cer (as the #ommittee /ecretary and meets monthly oras the need arises! +P6#3s revie$ of the proposed related party transactionsconsiders the follo$ing)

W identity of the parties involved in the transaction or relationshipKW terms of the transaction or relationship and $hether these are no less

favorable than terms generally available to an unrelated third partyunder the same circumstancesK

W business purpose. timing. rationale and benets of the transaction orrelationshipK

W appro%imate monetary value of the transaction and the appro%imatemonetary value of the related party3s interest in the transactionK

W valuation methodology used and alternative approaches to valuation of the transactionK

W information concerning potential counterparties in the transactionKW description of provisions or limitations imposed as a result of entering

into the transactionKW $hether the proposed transaction includes any potential reputational

risk issues that may arise as a result of or in connection $ith thetransactionK

W impact to a director3s independenceK andW e%tent that such transaction or relationship $ould present an improper

conMict of interest! urther. no director or o=cer participates in any

"


26/37

discussion of a related party transaction for $hich he. she. or anymember of his or her immediate family is a related party. e%cept inorder to provide material information on the related party transactionto +P6#!

&aor subsidiaries. $hich include &:#. P/2ank. # and &2#5. have their

o$n respective +P6#s $hich assist their respective 2-Ds in ensuring thattransactions $ith related parties are revie$ed to assess risks and aresubected to appropriate restrictions to ensure that these are conducted atarm3s4length terms and that their corporate or business resources are notmisappropriated or misapplied!

:n the ordinary course of business. the roup has loan transactions $ithinvestees and $ith certain D-/+: based on 2/P #ircular Ho! ;", dated&arch 1

https://www.metrobank.com.ph/images/Annual%20Reports/2014%20Annual%20Report%20(Financial%20Statements).pdfhttps://www.metrobank.com.ph/images/Annual%20Reports/2014%20Annual%20Report%20(Financial%20Statements).pdfhttps://www.metrobank.com.ph/images/Annual%20Reports/2014%20Annual%20Report%20(Financial%20Statements).pdfhttps://www.metrobank.com.ph/images/Annual%20Reports/2014%20Annual%20Report%20(Financial%20Statements).pdf


27/37

2!;!1! Does the company have a policy requiring directorsC commissioners todisclose their interest in transactions and any other conMicts of interest?

1! &anual on #orporate overnance 4+elated Party 6ransactions

/EE page " of this document

"! "1; *nnual +eport air 2usiness 6ransactions


,! *nnual #orporate overnance +eport) #onsolidated #hanges as of Guly >."1< 4 #onMict of :nterest &anual on #orporate overnance 4+elated Party 6ransactions

Bhen +P6s are involved. $hat processes are in place to address them in themanner that $ill safeguard the interest of the company and in particular of itsminority shareholders and other stakeholders?

6he 2ank. through the +elated Party 6ransactions #ommittee (+P6#. a 2oard4level committee ensures that transactions $ith related parties are revie$edto ensure that such are conducted at arms34length terms and that corporateor business resources of the 2ank are not misappropriated or misapplied!

6he +P6# revie$s proposals by considering the follo$ing)1! :dentity of the parties involved in the transaction or relationshipK"! 6erms of the transaction or relationship and $hether these are no less

favorable than terms generally available to an unrelated third party underthe same circumstancesK

,! 2usiness purpose. timing. rationale and benets of the transaction orrelationshipK

;! *ppro%imate monetary value of the transaction and the appro%imatemonetary value of the +elated Party3s interest in the transactionK

>! :nformation concerning potential counterparties in the transactionK9! Description of provisions or limitations imposed as a result of entering into

the transactionKA! Bhether the proposed transaction includes any potential reputational risk

issues that may arise as a result of or in connection $ith the transactionK0! :mpact to a Director3s independenceK and.1!E%tent that such transaction or relationship $ould prevent an improper

conMict of interest

Ipon revie$ of the +P6#. the proponent unit prepares the &emo to the 2oardand for$ard this to the 2-D for approval!



28/37

;! "1; *nnual +eport (inancial /tatements +elated Party 6ransactions

/EE page "" of this document

"A


29/37

2!;!"! Does the company have a policy requiring a committee of independentdirectorsC commissioners to revie$ materialCsignicant +P6s to determine $hetherthey are in the best interests of the company and shareholders?

1! &anual on #orporate overnance 4 +elated Party 6ransactions


"! *nnual #orporate overnance +eport) #onsolidated #hanges as of Guly >."1< 4 +elated Party 6ransactions. Policies and Procedures

+elated Party 6ransactions

(a Policies and Procedures Describe the company3s policies and proceduresfor the revie$. approval or ratication. monitoring and recording of relatedparty transactions bet$een and among the company and its parent. ointventures. subsidiaries. associates. a=liates. substantial stockholders. o=cersand directors. including their spouses. children and dependent siblings and

parents and of interlocking director relationships of members of the 2oard

"0


30/37



31/37

2!;!,! Does the company have a policy requiring board members(directorsCcommissioners to abstain from participating in the board discussion on aparticular agenda $hen they are conMicted?

/EE 2!;!" documents

2!;!;! Does the company have policies on loans to directors and commissionerseither forbidding this practice or ensuring that they are being conducted at arm'slength basis and at market rates?

/EE 2!;!" documents

,1


32/37

2< Protecting minority shareholders from abusive actions

2!

1! "1; *nnual +eport (inancial /tatement +elated Party 6ransactions

/EE page "" of this document

"!

,"


33/37

2!

@"P*+6O@"6+*H/*#6:-H/@"P-5:#O!pdf

"! &anual on #orporate overnance 4 +elated Party 6ransactions


,! "1; *nnual +eport air 2usiness 6ransactions

/EE page of this document

;! *nnual #orporate overnance +eport) #onsolidated #hanges as of Guly >."1< 4 +elated Party 6ransactions. Policies and Procedures

/EE page "< of this document


34/37

2!

1! D:/4 Proposed *ction

a! *pproval of the minutes of the annual meeting of stockholders held on

*pril ,. "1; $ith the follo$ing signicant items)i! *pproval of the minutes of the annual meeting of stockholders

held on *pril 1

a! 6he 2oard shall respect the rights of the stockholders as provided for inthe #orporation #ode. namely)

1 +ight to vote on all matters that require their consent orapprovalK

" Pre4emptive right to all stock issuances of the 2ankK, +ight to inspect books and records of the 2ankK; +ight to informationK

,;

https://www.metrobank.com.ph/images/SEC%2020-IS/For%20the%20year%202015.pdfhttps://www.metrobank.com.ph/images/SEC%2020-IS/For%20the%20year%202015.pdfhttps://www.metrobank.com.ph/images/SEC%2020-IS/For%20the%20year%202015.pdfhttps://www.metrobank.com.ph/images/SEC%2020-IS/For%20the%20year%202015.pdf


35/37

*ppraisal right!

b! /tockholders3 Participation

6he 2oard shall be transparent and fair in the conduct of the annual and

special stockholders3 meetings of the 2ank! 6he 2ank shall encourage thestockholders to personally attend such meetings! :f they cannot attend.they shall be apprised ahead of time of their right to appoint a pro%y!/ubect to the requirements of the 2y45a$s. the e%ercise of the right shallnot be unduly restricted and any doubt about the validity of a pro%yshould be resolved in the stockholder3s favor!


,! &anual on #orporate overnance 4 +elated Party 6ransactions


;! "1; *nnual +eport air 2usiness 6ransactions



36/37

LEVEL 2

B.1. Notice of AGM

B.1 oes the compan release "ts not"ce o) AGM (w"th $eta"le$ a#en$as an$ e

Ho!4;;94"1

,! &inutes of the *nnual /tockholder3s &eeting

2D-) https)CC$$$!bdo!com!phCsitesCdefaultClesCpdfC&inutes@"of@"*nnual

@"/tockhoders@"&eeting!PD

2P:) https)CC$$"!mybpimag!comCimagesCpdfC&inutesC2P:@"*/&

@""1;@"&inutes@"/ummary!pdf

,>

https://ww2.mybpimag.com/images/pdf/Minutes/ASM_Minutes_04082015.pdfhttp://www.pds.com.ph/wp-content/uploads/2015/03/Disclosure-No.-447-2015-Notice-and-Agenda-of-Annual-Stockholders-Meeting-on-April-29-2015-Record-Date-on-February-20-2015.pdfhttp://www.pds.com.ph/wp-content/uploads/2015/03/Disclosure-No.-447-2015-Notice-and-Agenda-of-Annual-Stockholders-Meeting-on-April-29-2015-Record-Date-on-February-20-2015.pdfhttp://www.pds.com.ph/wp-content/uploads/2015/03/Disclosure-No.-447-2015-Notice-and-Agenda-of-Annual-Stockholders-Meeting-on-April-29-2015-Record-Date-on-February-20-2015.pdfhttps://www.bdo.com.ph/sites/default/files/pdf/BDO%202015%20Annual%20Stockholders%20meeting%20Notice%20and%20Agenda%20for%2024%20April%202015.pdfhttps://www.bdo.com.ph/sites/default/files/pdf/BDO%202015%20Annual%20Stockholders%20meeting%20Notice%20and%20Agenda%20for%2024%20April%202015.pdfhttps://www.bdo.com.ph/sites/default/files/pdf/BDO%202015%20Annual%20Stockholders%20meeting%20Notice%20and%20Agenda%20for%2024%20April%202015.pdfhttps://www.bdo.com.ph/sites/default/files/pdf/Minutes%20of%20Annual%20Stockhoders%20Meeting.PDFhttps://www.bdo.com.ph/sites/default/files/pdf/Minutes%20of%20Annual%20Stockhoders%20Meeting.PDFhttps://ww2.mybpimag.com/images/pdf/Minutes/BPI%20ASM%202014%20Minutes%20Summary.pdfhttps://ww2.mybpimag.com/images/pdf/Minutes/BPI%20ASM%202014%20Minutes%20Summary.pdfhttps://ww2.mybpimag.com/images/pdf/Minutes/ASM_Minutes_04082015.pdfhttp://www.pds.com.ph/wp-content/uploads/2015/03/Disclosure-No.-447-2015-Notice-and-Agenda-of-Annual-Stockholders-Meeting-on-April-29-2015-Record-Date-on-February-20-2015.pdfhttp://www.pds.com.ph/wp-content/uploads/2015/03/Disclosure-No.-447-2015-Notice-and-Agenda-of-Annual-Stockholders-Meeting-on-April-29-2015-Record-Date-on-February-20-2015.pdfhttp://www.pds.com.ph/wp-content/uploads/2015/03/Disclosure-No.-447-2015-Notice-and-Agenda-of-Annual-Stockholders-Meeting-on-April-29-2015-Record-Date-on-February-20-2015.pdfhttps://www.bdo.com.ph/sites/default/files/pdf/BDO%202015%20Annual%20Stockholders%20meeting%20Notice%20and%20Agenda%20for%2024%20April%202015.pdfhttps://www.bdo.com.ph/sites/default/files/pdf/BDO%202015%20Annual%20Stockholders%20meeting%20Notice%20and%20Agenda%20for%2024%20April%202015.pdfhttps://www.bdo.com.ph/sites/default/files/pdf/BDO%202015%20Annual%20Stockholders%20meeting%20Notice%20and%20Agenda%20for%2024%20April%202015.pdfhttps://www.bdo.com.ph/sites/default/files/pdf/Minutes%20of%20Annual%20Stockhoders%20Meeting.PDFhttps://www.bdo.com.ph/sites/default/files/pdf/Minutes%20of%20Annual%20Stockhoders%20Meeting.PDFhttps://ww2.mybpimag.com/images/pdf/Minutes/BPI%20ASM%202014%20Minutes%20Summary.pdfhttps://ww2.mybpimag.com/images/pdf/Minutes/BPI%20ASM%202014%20Minutes%20Summary.pdf


37/37

PENALTY

2!1! :nsider trading and abusive self4dealing should be prohibited

2!1!1 7as there been any conviction of insider trading involving directorsCcommissioners. management and employees in the past , years?

2!" Protecting minority shareholders from abusive action2!"!1 7as there been any cases of noncompliance $ith the la$s. rules andregulations pertaining to signicant or material related party transactions in thepast three years?

corp gov equitable treatment of shareholders

Documents