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Board Matters


To assist in the execution of its responsibilities, the Board has established several committees. Members of the different committees are appointed by the Board during the annual organizational meeting, taking into account the optimal mix of skills and experience of the members. To promote objectivity, independent directors and non-executive directors are appointed to the greatest extent possible without impairing the collective skills, experience, and effectiveness of the committees. Each of the committees has a charter, and the members perform their duties and conduct meetings in accordance with their respective charters.

For the period January to December 2021, the Board had 16 meetings, including the organizational meeting. The incumbent directors attended/participated in more than 50% of all the meetings, as follows:

Board Attendance

Director Attendance %
Hans T. Sy (Chairman) 16 100%
Gilbert U. Dee (Vice Chairman) 15 94%
William C. Whang 16 100%
Peter S. Dee 16 100%
Joaquin T. Dee 16 100%
Herbert T. Sy 15 94%
Harley T. Sy 16 100%
Alberto S. Yao 16 100%
Jose T. Sio 16 100%
Margarita L. San Juan 16 100%
Philip S.L. Tsai 16 100%
Claire Ann T. Yap 16 100%
Genaro V. Lapez  8(a) 100%

(a) 8 out of 8, from his election on May 6, 2021

 

Meeting of the Non-Executive Directors (NEDs)
To promote independent oversight of the Bank, the NEDs are required to meet separately at least once a year, without the presence of any Bank executive or anyone from Management. This will ensure that NEDs will not be influenced in any manner, and be able to better evaluate the effectiveness of the internal controls and assess other important corporate issues. This meeting is different from the annual gathering of the Audit Committee, with no one from Management present.

In 2022, a meeting was held to discuss the self-assessment of Independent Directors, the result of the third-party Board assessment, and the 2021 performance evaluation of the President and CEO. Please click here to view the certification from the Corporate Secretary regarding the most recent meeting of the NEDs.

The 2021 NED Meeting was held last 07 July 2021. Posted here is the corresponding OCS certification.

 

Executive Committee
Has the powers of the Board, when the latter is not in session, in the management of the business and affairs of China Bank to the fullest extent permitted under its By-Laws and Philippine laws. The Executive Committee had 43 meetings in 2021, including 2 joint meetings with the Risk Oversight Committee.

Directors' Attendance in 2021 in the Executive Committee

Director Attendance %
Hans T. Sy (Chairman) 43 100%
Gilbert U. Dee 39 91%
Peter S. Dee 43 100%
Joaquin T. Dee 43 100%
William C. Whang 43 100%

Please click here to download the Bank's Executive Committee Charter.

 

Corporate Governance Committee
Responsible for ensuring that the Bank’s Corporate Governance framework is regularly reviewed and updated, and implemented accordingly at all times. It provides assistance to the Board by overseeing the orientation and training programs for its members, as well as facilitating the performance evaluation of the Board, Board-level committees and senior management. The Corporate Governance Committee had 31 meetings in 2021, including 12 joint meetings with Compliance Committee and 18 joint meetings with the Nominations Committee.

Directors' Attendance in 2021 in the Corporate Governance Committee

Director Attendance %
Margarita L. San Juan (Chairman) 31 100%
Claire Ann T. Yap 31 100%
Genaro V. Lapez (a) 19 100%
Philip S.L. Tsai (b) 12 100%
Alberto S. Yao (c) 12 100%

(a) Member from May 6, 2021; attended 19 out of 19 meetings of Nominations/Compliance and Corporate Governance Committees
(b) Member up to May 5, 2021; attended 1 meeting of Corporate Governance Committee and 11 out of 11 meetings of Nominations/Compliance and Corporate Governance Committees
(c) Member up to May 5, 2021; attended 1 meeting of Corporate Governance Committee and 11 out of 11 meetings of Nominations/Compliance and Corporate Governance Committees

Please click here to download the Bank's Corporate Governance Committee Charter.

 

Audit Committee
Primarily oversees all matters pertaining to audit, primarily the evaluation of the adequacy and effectiveness of the Bank’s internal control system, as well as the integrity of its financial statements. It appoints, reviews and concurs in the appointment or replacement of the Chief Audit Executive (CAE), and is responsible for ensuring that the CAE and internal audit function are free from interference by outside parties. It also ensures that an annual review is performed with regard to the effectiveness of the internal audit mechanism, including compliance with the Institute of Internal Auditors’ International Standards for the Professional Practice of Internal Auditing and Code of Ethics. The Committee is also empowered to oversee the Bank’s external audit functions, financial reporting and policies, by selecting the auditors and approving their fees, reviewing and discussing the scope and plan of annual audit, and reviewing and discussing the annual audited financial statements of the Bank with management and external auditors. It provides oversight over Management’s activities in maintaining an adequate internal control framework, managing credit, market, liquidity, operational, legal and other risks of the Bank, including regular receipts from management of information on risk exposures and risk management activities. It likewise ensures that internal and external auditors remain independent and are given unrestricted access to records, properties and personnel, to enable them to perform their respective audit functions. It has the explicit authority to investigate any matter within its terms of reference, in order to ensure the effectiveness and efficiency of the Bank’s internal controls. The Audit Committee had 14 meetings in 2021.

Directors' Attendance in 2021 in the Audit Committee

Director Attendance %
Claire Ann T. Yap (a) (Chairman) 9 100%
Joaquin T. Dee 14 100%
Philip S.L. Tsai (b) 9 100%
Margarita L. San Juan (c) 5 100%
Alberto S. Yao (d) 5 100%

(a) Chairman from May 6, 2021; attended 9 out of 9 meetings of Audit Committee
(b) Member from May 6, 2021; attended 9 out of 9 meetings of Audit Committee
(c) Member up to May 5, 2021; attended 5 out of 5 meetings of Audit Committee
(d) Member up to May 5, 2021; attended 5 out of 5 meetings of Audit Committee

Please click here to download the Bank's Audit Committee Charter.

 

Compliance Committee
Tasked to monitor compliance with established banking laws, rules and regulations specifically in creating a dynamic and responsive compliance risk management system that is designed to identify and mitigate risks that may erode the franchise value of the Bank, such as legal or regulatory, financial loss or reputation risk. It ensures that Management is doing business in accordance with the said prescribed laws, rules and regulations including policies, procedures, guidelines and best practices. The Compliance Committee had 12 joint meetings with the Corporate Governance Committee.

Directors' Attendance in 2021 in the Compliance Committee

Director Attendance %
Margarita L. San Juan (a) (Chairman) 8 100%
Joaquin T. Dee 12 100%
Harley T. Sy (b) 8 100%
Hans T. Sy (c) 4 100%
Alberto S. Yao (d) 4 100%

(a) Chairman from May 6, 2021; attended 8 out of 8 meetings of Compliance and Corporate Governance Committees
(b) Member from May 6, 2021; attended 8 out of 8 meetings of Compliance and Corporate Governance Committees
(c) Member up to May 5, 2021; attended 4 out of 4 meetings of Compliance and Corporate Governance Committees
(d) Member up to May 5, 2021; attended 4 out of 4 meetings of Compliance and Corporate Governance Committees

Please click here to download the Bank's Compliance Committee Charter.

 

Risk Oversight Committee
Responsible for the development and oversight of the Bank’s risk management functions, including the evaluation of the effectiveness of the enterprise risk management framework and ensuring that corrective actions are in place to address risk management concerns in a timely manner. It oversees the risk taking activities of the Bank and warrants the continued relevance, comprehensiveness and overall value of the institutional risk management plan. The Risk Oversight Committee met 14 times in 2021, with 2 meetings jointly held with the Executive Committee.

Directors' Attendance in 2021 in the Risk Oversight Committee

Director Attendance %
Philip S.L. Tsai (Chairman) 14 100%
Margarita L. San Juan (a) 10 100%
Claire Ann T. Yap (b) 10 100%
Hans T. Sy (c) 4 100%
Alberto S. Yao (d) 4 100%

(a) Member from May 6, 2021; attended 10 out of 10 meetings of Risk Oversight Committee, and Joint Risk Oversight and Executive Committees
(b) Member from May 6, 2021; attended 10 out of 10 meetings of Risk Oversight Committee, and Joint Risk Oversight and Executive Committees
(c) Member up to May 5, 2021; attended 4 out of 4 meetings of Risk Oversight Committee, and Joint Risk Oversight and Executive Committees
(d) Member up to May 5, 2021; attended 4 out of 4 meetings of Risk Oversight Committee, and Joint Risk Oversight and Executive Committees

Please click here to download the Bank's Risk Oversight Committee Charter.

 

Nominations Committee
Composed entirely of Independent Directors and is responsible for reviewing and evaluating the qualifications of all persons nominated to the Board and other appointments that require Board approval, including promotions favorably endorsed by the Promotions Review Committee. It is also tasked to review the qualifications of the candidates, to ensure that their qualities and/or skills are appropriate for leading and assisting the Bank in achieving its vision and corporate goals. The Nominations Committee held 18 joint meetings with the Corporate Governance Committee in 2021.

Directors' Attendance in 2021 in the Nominations Committee

Director Attendance %
Margarita L. San Juan (a) (Chairman) 18 100%
Claire Ann T. Yap (b) 18 100%
Genaro V. Lapez (c) 11 100%
Philip S.L. Tsai (d) 7 100%
Alberto S. Yao (e) 7 100%

(a) Member up to May 5, 2021; Chairman from May 6, 2021
(b) Chairman up to May 5, 2021; Member from May 6, 2021
(c) Member from May 6, 2021; attended 11 out of 11 meetings of Nominations and Corporate Governance Committees
(d) Member up to May 5, 2021; attended 7 out of 7 meetings of Nominations and Corporate Governance Committees
(e) Member up to May 5, 2021; attended 7 out of 7 meetings of Nominations and Corporate Governance Committees

Please click here to download the Bank's Nominations Committee Charter

 

Remuneration Committee  
Provides oversight over the remuneration of senior management and other key personnel, ensuring that compensation is consistent with the interest of all stakeholders and the Bank’s culture, strategy and control environment. The Remuneration Committee met once in 2021.

Directors' Attendance in 2021 in the Remuneration Committee

Director Attendance %
Genaro V. Lapez (Chairman) 1 100%
Herbert T. Sy 1 100%
Philip S.L. Tsai 1 100%

Please click here to download the Bank's Remuneration Committee Charter.

 

Related Party Transactions Committee
Responsible for reviewing all material related party transactions (RPTs) to ensure that they are conducted in accordance with the arm's length principles. Composed entirely of Independent Directors, the committee oversees the proper implementation of the RPT Policy and ensures that corresponding transactions are duly identified, measures, monitored, controlled and reported. The RPT Committee had 12 meetings in 2021.

Directors' Attendance in 2021 in the RPT Committee

Director Attendance %
Genaro V. Lapez (a) (Chairman) 7 100%
Margarita L. San Juan (b) 12 100%
Philip S.L. Tsai 12 100%
Claire Ann T. Yap (c) 5 100%
Alberto S. Yao (d) 5 100%

(a) Chairman from May 6, 2021; attended 7 out of 7 meetings of the Related Party Transactions Committee
(b) Chairman from January 1 up to May 5, 2021; Member from May 6, 2021
(c) Member up to May 5, 2021; attended 5 out of 5 meetings of Related Party Transaction Committee
(d) Member up to May 5, 2021; attended 5 out of 5 meetings of Related Party Transactions Committee

Please click here to download the Bank's RPT Committee Charter.

 

Trust Investment Committee
Provides oversight functions, overall strategic business development and financial policy directions to the Trust and Asset Management Group. It oversees the trust, investment management and fiduciary activities of the Bank, and ensures that they are conducted in accordance with applicable rules and regulations, and judicious practices. Moreover, it ensures that prudent operating standards and internal controls are in place and that the Board’s objectives are clearly understood and duly implemented by the concerned units and personnel. The Trust Investment Committee convened 11 times in 2021.

Directors' Attendance in 2021 in the Trust Investment Committee

Director Attendance %
Peter S. Dee (Chairman) 11 100%
Harley T. Sy 11 100%
Jose T. Sio 11 100%
William C. Whang 11 100%
Mary Ann T. Lim* 11 100%

* First Vice President l, Trust Officer and Head of Trust and Asset Management Group

Please click here to download the Bank's TIC Charter.

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