Union Bank of the Philippines remains steadfast in upholding good corporate governance towards achieving its corporate vision and business goals in a manner consistent with Smart Banking and its attributes of being Relevant, Expert and Challenging Conventions. The governance structure of the Bank is discussed hereunder. The Bank has a well-structured and efficient Board of Directors (the Board) providing it with the right leadership, strategic oversight and control environment. The Board propels the Bank towards its ultimate goal of maximizing long term value for shareholders while also taking into account the interest of its stakeholders.
A combination of core competencies makes up the membership of Board. As a body, the Board demonstrates integrity and adherence with the principles of good governance and accountability to ensure a high standard of governance and oversight. Individually, members have a spread of skills and experiences that works correspondingly with each other. Each member also carries independence of character. This kind of structure and composition enables the Board to fulfill its duties and responsibilities which are provided in the Bank’s By-Laws and Manual on Corporate Governance (CG Manual).
The Bank is committed to have diversity in membership in the Board. Subject to the qualifications and disqualifications set forth in the Bank’s CG Manual, there exists no discrimination against gender and age in the nomination of the members of the Board.
The Board is composed of fifteen (15) members, including three (3) independent directors (ID), ten (10) non-executive directors (NED), and two (2) executive directors (ED). Profiles of the members of the Board are provided in the Bank’s Annual Report (SEC Form 17-A) and Definitive Information Statement (SEC Form 20- IS).
The Bank has a Nomination Sub-Committee that pre-screens the qualifications of, and prepares a final list of all candidates for its Board and key officers. Screening policies and parameters are set in place enabling the Committee to effectively review the qualifications of the nominees for regular and independent directors. After the nomination, the Nominations Sub-Committee prepares a final list of candidates that contains all the information about all the nominees for directors, as required by law and shall be made available to the appropriate government agency in-charge of monitoring compliance and to all stockholders through the filing and distribution of the Information Statement or in such other reports where the law or regulations require the Bank to submit. The name of the person or group of persons who recommended the nomination of directors shall be identified in such report including any relationship with the nominee. Only nominees whose names appear on the final list of candidates shall be eligible for election. No other nominations shall be entertained after the final list of candidates shall have been prepared. No further nominations shall be entertained or allowed on the floor during the actual stockholders’/memberships’ meeting. The members of the Board comply with the fit and proper rule of the Bangko Sentral ng Pilipinas (BSP). Every election, Board members attest that they have all the qualifications required of a director and do not possess any of the disqualifications specified in the Manual of Regulations for Banks (MORB) of the BSP. The Board members hold office for one (1) year or until their successors are elected and qualified in accordance with the Bank’s By-Laws. Members are apprised of their general and specific duties and responsibilities as directors prescribed by the MORB and are required to certify that they fully understand the same.
For 2014, the independent directors of the Bank’s Board were retired Supreme Court Chief Justice Reynato S. Puno, Mr. Carlos T. Raymond, Jr. and Mr. Francisco S.A. Sandejas. The Bank defines an independent director as a person holding no interests or relationships with the bank that may hinder his independence from the bank or management or will interfere with the exercise of independent judgment in carrying out his responsibilities as a director. He should comply with all the qualifications required of an independent director and should not possess any of the disqualifications therefore as provided in the Securities Regulation Code (SRC) and the MORB; and has not withheld nor suppressed any information material to his qualification or disqualification as an independent director.
In 23 October 2015, the schedule of board and committee meetings for 2016 was presented and subsequently approved by the Board. The Board held eighteen (18) meetings from January 2016 to December 2016 including special meetings, organizational meetings, strategic planning meetings and special board meeting for non-executive directors.
|Board of Directors Meeting Attendance|
|Justo A. Ortiz (Chairman)||100|
|Jon Ramon M. Aboitiz (Vice Chairman)||88|
|Edwin R. Bautista||94|
|Erramon Isidro M. Aboitiz||94|
|Stephen G. Paradies||72|
|Luis Miguel O. Aboitiz||100|
|Sabin M. Aboitiz||100|
|Juan Antonio E. Bernad||100|
|Emilio S. De Quiros, Jr.*||100|
|Emmanuel F. Dooc **||100|
|Michael Victor N. Alimurung ***||100|
|Amado D. Valdez ****||100|
|Mona Lisa B. Dela Cruz||94|
|Nina D. Aguas||83|
|Reynato S. Puno (ID)||94|
|Carlos Bell T. Raymond, Jr. (ID)||100|
|Francisco S.A. Sandejas (ID)||100|
|*Director of the Bank until December 16, 2016
**Director of the Bank starting December 16, 2016
***Director of the Bank until November 25, 2016
****Director of the Bank starting November 25, 2016
|ANNUAL STOCKHOLDERS MEETING ATTENDANCE|
|(May 27, 2016)|
|Justo A. Ortiz (Chairman)|
|Jon Ramon M. Aboitiz (Vice Chairman)|
|Edwin R. Bautista|
|Erramon Isidro M. Aboitiz|
|Stephen George A. Paradies|
|Juan Antonio E. Bernad|
|Sabin M. Aboitiz|
|Emilio S. De Quiros, Jr.|
|Luis Miguel O. Aboitiz|
|Nina D. Aguas|
|Mona Lisa B. Dela Cruz|
|Carlos Bell T. Raymond, Jr. (ID)|
|Reynato S. Puno (ID)|
|Francisco S.A. Sandejas (ID)|
The Corporate Governance Committee is responsible for making recommendations to the Board regarding required trainings and continuing education of directors. All members of the Board have attended a one and a half day corporate governance orientation seminar for bank directors at BSP-accredited institutions in compliance with the requirements of the MORB. These include extensive discussion on topics involving audit, risk and governance, financial stewardship and accountability. They also undergo orientation on the Bank’s businesses as soon as they assume their positions. Representatives from key segments of the Bank present their respective business to newly elected directors. Continuing education is also provided which include training by the Bank and by outside service providers.
In October 29, 2014, in compliance with SEC Memorandum Circular No. 20 Series of 2013, the members of the Board of Directors of the Bank attended a three-hour corporate governance refresher course from an accredited provider of the SEC.
The Board Assessment process is undertaken to measure board efficiency through a balanced and objective platform against the goals that the board has set at the beginning of the year, roles and responsibilities as mandated by the various regulatory agencies as well as the Bank’s own CG Manual. Further, the assessment provides the Board valuable information that can be used as a guiding tool in succession planning and objective setting as well as analysis of strengths and weaknesses thereby enabling the Board to act to address concerns.
The process of evaluation kicks off with the distribution of self-assessment forms composed of varying statements based on the roles, functions and responsibilities of the Board found under the Bank’s CG Manual, the SEC Corporate Governance Self-Rating Form and Revised Code of Corporate Governance, the OECD Policy Brief on Corporate Governance of Banks in Asia, and the Basel Committee on Banking Supervision’s Corporate Governance Guideline. The two-part assessment subjects the Board as a collegial body and the individual director to the parameters of efficiency set forth by the Bank’s regulatory agencies.
A separate self-assessment is conducted on a per committee basis where members evaluate committee performance based on the duties and responsibilities of the committee set forth in the Bank’s CG Manual. Further, the self-assessment form contains the queries on the committee composition, conduct of meetings, duties and responsibilities, and provision for comments or observation by the member.
Performance Assessment is conducted annually with the result summary, as prepared by the Chief Compliance and Corporate Governance Officer (“CCO”), presented back to the Board and the various Committees for their consideration and discussion
The Board, through its Compensation and Remuneration Committee, also conducts an annual performance review of the Bank's Chairman/CEO and President/COO. The review consists of an assessment of the Chairman/CEO and President/COO's leadership in the attainment of the Bank's strategic initiatives. The review includes key results on the Bank's financial, operational efficiencies, innovations, customer franchise and brand growth, people development and engagement, compliance and governance.
To assist the Board in competently acting upon its responsibilities, it established ten (10) committees, namely, the Executive Committee, the Risk Management Committee, the Market Risk Committee, the Operations Risk Management Committee, the Audit Committee, the Trust Committee, the Technology Steering Committee, the Corporate Governance Committee, the Nominations Sub-Committee, and the Compensation & Remunerations Sub-Committee. The members of these committees also conduct periodic assessment of their specific committees’ performance.
Their composition and functions are summarized below.
Executive Committee (ExComm)
The Executive Committee is composed of seven (7) members of the Board. It acts and exercises such functions and powers which are reserved for the Board during intervals between Board meetings, except the power to initiate reversals of, or departure from fundamental policies, procedures and guidelines prescribed by the Board itself, and subject to such restrictions as the Board may determine. All matters passed and acted upon by the ExComm are reported to the Board of Directors and subject to revision and alterations by the Board provided that no rights or third person are affected thereby.
The Committee held thirty-six (36) meetings from January 2016 to December 2016 during which it reviewed and endorsed numerous transactions to the Board.
Risk Management Committee (RMC)
The Risk Management Committee consists of seven (7) members of the Board of Directors who possess a varied range of knowledge and expertise concerning the Bank’s risk exposures. The Committee develops appropriate strategies for preventing the occurrence of risk events and minimizing losses when these do happen. It oversees the Bank’s risk management system to ensure that it remains effective, authority limits are observed, and immediate corrective actions are taken whenever limits are breached or risk events occur. The RMC also develops and implements appropriate risk management strategies and defines the measures for managing and controlling its major risks.
The Committee conducted regular discussions on the Bank’s risk exposures and management of these risks, approved new/updated risk management policies and limits and newly developed risk management models and tools, and reviewed the performance of existing risk management structures and models.
Some of the highlights of the RMC’s accomplishments for 2016 are the following:
- Approved new and/or updated credit risk management tools.
- Updated the Committee’s charter, policies and work programs.
- Reviewed and updated bank-wide top residual risks.
- Approved new/updated product program policies/features.
- Provided guidance on the management and reporting of various risk exposures.
The Committee held twelve (12) meetings from January 2016 to December 2016.
Market Risk Committee (MRC)
The Market Risk Committee is composed of six (6) members that includes the Chairman of the Board of Directors, the President and four (4) other members of the Board. The Committee sets policies and standards for market risk, interest rate risk and liquidity risk in terms of identification, measurement, monitoring and control. The Committee’s specific duties include, among others, management and reporting of market risk, interest rate risk in the banking book and liquidity risk; ensuring that the risk management processes for these risks satisfy corporate policy; review of the Treasury Portfolio (including contingent accounts); review and endorsement of Treasury Risk Limits for Board approval; endorsement of Treasury-Related Product Programs and Manuals for approval of the Board of Directors; approval of models and systems used to calculate market, interest rate and liquidity risks, and; promotion of continuous development of risk programs and infrastructure.
In 2016, the Committee approved new policies, along with updates of old policies and guidelines, limits, models and investment opportunities to ensure their relevance to industry trends, regulations and best practices.
The Committee held twelve (12) meetings from January 2016 to December 2016.
Operations Risk Management Committee (ORMC)
The Operations Risk Management Committee is composed of five (5) members of the Board and three (3) members from Senior Management. The Committee covers, among others, (1) the adequacy of the Bank’s policies, procedures, organization and resources for preventing, or limiting unexpected loss due to deficiencies in information systems; business, operational and management processes; employees skills and supervision, equipment and internal controls; (2) periodic or special risk assessments conducted in various businesses and operating units of the Bank to proactively uncover operational risks that can result to actual loss or damage; (3) results of internal audits, BSP examinations and investigation of administrative cases that highlight trends indicative of present or emerging exposures to specific operational risks; (4) risk assessment of major information systems to be implemented in the Bank; (5) regulatory compliance issues, whether currently existing or anticipated to arise as a result of new regulations; and (6) business continuity strategies, plans and procedures.
Some of the highlights of the ORMC’s accomplishments for 2016 are the following:
- Assessed the adequacy of the Bank’s policies, procedures, organization and resources for preventing, or limiting the damage from unexpected loss due to deficiencies in information systems, business, operational and management processes, employee skills and supervision, equipment and internal controls.
- Reported the results of periodic or special risk assessments conducted in various businesses and operating units of the Bank to proactively uncover operational risks that can result to actual loss or damage to the Bank.
- Summarized the results of internal audits, BSP examinations and investigation of administrative cases that highlight trends indicative of present or emerging exposures to specific operational risks.
- Performed risk assessment of major information systems implemented in the Bank
- Reviewed regulatory issues whether currently existing or anticipated to arise because of new laws or regulations particularly those that affect the bank operations.
- Reviewed and endorsed the Bank’s Business Continuity Plan, strategies and resources.
The Committee held four (4) meetings from January 2016 to December 2016.
Audit Committee (AuditComm)
The Audit Committee is composed of five (5) members of the Board who are knowledgeable in accounting, auditing, or related financial management matters. The committee is composed of non-executive directors and two (2) independent directors including the Chairman. The Committee members’ skills, qualifications, and experience are appropriate for them to perform their duties as laid down by the Board (for profiles of the members, refer to the Bank’s Annual Report submitted to SEC in SEC Form 17-A, pages 28-32).
In behalf of the Board of Directors, the Audit Committee provides oversight of the Bank’s financial reporting and internal control, as well as internal and external audit function. It is also responsible for setting up the Internal Audit Division (IAD) and the appointment of the internal auditor and the independent external auditor who both report to the Audit Committee.
Moreover, the Audit Committee is mandated to monitor and evaluate the adequacy and effectiveness of the Bank’s systems of internal control, risk management and corporate governance.
The accomplishments provided by the Audit Committee demonstrated the efficiency that comes along the fiduciary relationship it holds with the Board.
- External Audit
The Committee supervised the activities of external auditor Punongbayan & Araullo through review and endorsement to the Board of the following: (1) 2015 Year-End Audit Results; (2) Audited Financial Statements of UnionBank and its subsidiaries and the Trust and Investment Services Group as of 31 December 2015; (3) Financial Statements Audit Based on Regulatory Accounting Practices (RAP) as of 31 December 2015; (4) Interim 2016 Audit Results as of 31 October 2016, and: (5) 2016 Audit Plan.
- Internal Audit
The Audit Committee provided oversight of IAD activities through the review and discussion of the reports that included the following:
- Approval of the 2016 Annual Audit Plan, IAD Manual revisions, Revised Audit Rating Systems for 10 non-branch audit areas.
- Discussion and endorsement of the following to the Board: BSP Report of Examinations (ROE) Findings on IAD, Status of IAD-Related ROE Directives and Interim Audit Report.
- Discussion of assurance engagement reports and cases from the IAD-Fraud Investigation Unit.
- Review of the IAD’s 2015 performance.
The Committee also regularly tracked open audit items and approved various amendments to the IAD Manual and Audit Charter to ensure that these are in accordance with ISPPIA standards.
Using the Self-Assessment Questionnaire prepared based on the requirements of SEC Memorandum Circular No. 4 (Series of 2012), in assessing the Audit Committee’s performance in 2016, the Audit Committee rated itself EXCELLENT. This rating was validated by the Bank’s Chief Compliance and Corporate Governance Officer confirmed by the Audit Committee and the Board of Directors.
The Audit Committee held thirteen (13) meetings in 2016.
Trust Committee (TrustComm)
The Trust Committee is composed of five (5) members: three (3) of whom are members of the Board, the President, and the Trust Officer. No member of the Audit Committee sits concurrently as a member of the Trust Committee in compliance with Sec. X 406.1 of the MORB.
The Trust Committee acts within the sphere of authority as may be provided in the Bank’s By-Laws, and/or as may be delegated by the Board such as, but not limited to: the acceptance and closing of trust and other fiduciary accounts; the initial review of assets placed under the trustee’s fiduciary custody; the investment, reinvestment, and disposition of funds or properties; and the review of trust and other fiduciary accounts at least once every twelve (12) months to determine the advisability of retaining or disposing of the trust or fiduciary assets and/or whether the account is being managed in accordance with the instrument creating the trust or other fiduciary relationship.
In 2016, the Committee approved the establishment of two (2) new Unit Investment Trust Funds (UITFs) namely, the High Net Worth Peso Intermediate Term Fund and the High Net Worth Peso Medium Term Fund. Similarly, a new trust system was utilized (Prospero). Lastly, through the guidance of the Trust Committee, the Trust Department was awarded by the Chartered Financial Analyst Society for best risk adjusted returns, top three (3) for three (3) of its UITFs.
The Committee held twelve (12) meetings from January 2016 to December 2016.
Technology Steering Committee (TSC)
The Technology Steering Committee is composed of seven (7) members, including two (2) members of the Board. It is responsible in overseeing the overall information technology (IT) strategy of the Bank and to ensure its alignment with the Bank’s business strategies and objectives. In addition, the Committee monitors IT performance, status of major projects and other IT-related issues.
Some of the highlights of the TSC’s accomplishments for 2016 are the following:
- Proactive IT Governance through the following reports and governance activities:
- Threat Landscape Monitoring and Assessment Report
- Customer complaints monitoring, online surveys and web performance optimization
- Bank-wide IT Risk Register and IT incidents reporting
- Review of key strategic plans including IT Strategic Plan and Information Security Strategy
- Ensuring Improved Regulatory Compliance through the following:
- Review and endorsement of seven (7) new policies and procedural documents including the CMPG Service Delivery Manual (Project Management), IT Risk Management Manual, and Project Quality Assurance function.
- Revision and enhancement of four (4) existing policies including Password Retention Policy, Information Security Manual, and Mobile Device and Wifi Policy.
- Set up of Innovation Management through the following:
- Streamlining of innovation projects and initiatives through a reporting framework and setting up a project endorsement process.
- Successful endorsement of 16 innovation and security driven project proposals including those for fraud management, prepaid card host, API platform and disaster recovery, to name a few.
- Completion of nine (9) initiatives/projects including the new systems, host readiness, assessments and others relating to the Bank’s overall strategic plans.
The Committee held twelve (12) meetings from January 2016 to December 2016.
Corporate Governance Committee (CGComm)
The Board is primarily assisted by the Corporate Governance Committee in fulfilling its corporate governance responsibilities. The Committee recommends governance policies to the Board based on the regulations of the BSP, the SEC, the Philippine Stock Exchange (PSE), as well as those which are internationally recognized as industry best practices. It serves as the primary resource for the Board to study and evaluate itself, as a body, and its Committees’ structure, policies and practices with the objective of raising the bar for the Bank’s corporate governance.
The specific duties of the Committee include: (1) providing oversight to the implementation of the corporate governance framework including regular review of the same to ensure that it remains appropriate vis-a-vis the Bank's size, complexity, business strategy and business and regulatory requirements; (2) adoption of corporate governance policies and ensure that these are reviewed and updated regularly, and consistently implemented in form and substance; (3) making recommendations to the Board regarding continuing education of directors; (4) overseeing the periodic performance and evaluation of the Board, its Committees and senior management including its sharing and discussion to be able to come up with concrete action plans for implementation, and; (5) exercise of oversight on the Anti-Money Laundering Committee (AMLACOM) as well as that of the Compliance and Corporate Governance Office of the Bank through regular reporting.
The Committee has seven (7) members of the Board, two (2) of whom are Independent Directors, including the Chairman, and one (1) executive director. The Committee annually evaluates the governance state of the Bank by using as benchmark various metrics, such as the PSE’s Corporate Governance Guidelines Disclosure, the ASEAN Corporate Governance Scorecard, which is based on the governance principles of the OECD, and other relevant governance metrics.
In 2016, the Committee oversaw the following:
- Statistics review of various compliance reports related to money laundering, customer complaints, administrative cases and other compliance activities.
- Discussions on new regulations set forth by the various regulatory agencies.
- Approval and implementation of additional measures to strengthen the Bank’s anti-money laundering stance.
- Status of continuous AML and Corporate Governance seminars.
- Results of the BSP’s Report of Examination (ROE) and directives.
- Status of administrative cases and investigations.
The Committee held five (5) meetings from January 2016 to December 2016.
Related Party Transaction Committee (RPT Committee)
The Related Party Transaction (RPT) Committee is composed of five (5) members of which three (3) are Independent Directors, including the Chairman, with the Head of Internal Audit and Chief Compliance Officer as non-voting members from Senior Management. The Committee is responsible for assisting the board in fulfilling its corporate governance responsibilities on related party transactions (RPTs), reviewing and endorsing all significant RPTs for the approval or confirmation of the board and formulating, implementing and updating of the Bank’s RPT policy in accordance with existing regulations. The Committee was constituted on 22 May 2015.
In 2016, the Committee reviewed the RPT Policy and approved the creation of an RPT Database. Throughout the year, the Committee continuously reviewed various transactions and endorsed those RPT transactions requiring board approval to the Board.
The Committee held twelve (12) meetings from January 2016 to December 2016
Nominations Committee (NomComm)
The Nominations Committee is comprised of seven (7) members of the Board, one of whom is an Independent Director, and one (1) non-voting member in the person of the Human Resources Director. The Committee is responsible for reviewing the qualifications of and screening candidates for the Board and key officers of the Bank. It oversees the implementation of programs for identifying, retaining and developing critical executives or officers and the succession plan for various units in the organization.
The Nominations Committee successfully screened and recommended two (2) nominees to the board in 2016 to replace outgoing directors.
The Committee held three (3) meetings from January 2016 to December 2016.
Compensation and Remuneration Committee (CompRem)
The Compensation and Remuneration Sub-Committee is composed of seven (7) members of the Board, with the Chairman who is an Independent Director. It is responsible for overseeing implementation of the programs for salaries and benefits of senior management and Directors, as may be applicable. It monitors adequacy, effectiveness and consistency of compensation program vis-à-vis corporate philosophy and strategy.
The Committee held seven (7) meetings from January 2016 to December 2016.
The Bank’s Corporate Secretary plays a pivotal role in assisting the Board in the performance of its duties. In all the activities of the Board, the Corporate Secretary ensures that Board policies and procedures are observed. The Board has separate and independent access to the Corporate Secretary who, among others, oversees the adequate flow of information to the Board prior to and during meetings, and serves as an adviser to the Directors on their responsibilities and obligations.
Atty. Joselito Vergel De Dios Banaag is the Bank’s current Corporate Secretary. He joined the Bank in November 2015 after the retirement of the previous Corporate Secretary, Atty. Fe B. Macalino. Atty. Banaag’s profile is provided in SEC Form 17-A.