The Executive Committee  is responsible for the following:

The Executive Committee (ExCom) exercises the authority of the Board of Directors as delegated by the Board and as permitted by law during intervals between Board meetings. In this capacity, ExCom provides oversight of the Group’s financial management, including strategic and financial planning, budgeting, capital planning, and compliance with regulatory requirements on capital adequacy, liquidity ratios, and other prudential limits.

 With the support of the Risk Oversight Committee, ExCom provides strategic direction on investments, derivative activities, balance sheet management, and the management of interest rate and foreign exchange risks. It also oversees the Group’s liquidity position, including decisions related to the issuance of short- and long-term debt and the generation and management of financial assets, to support financial resilience and funding stability.

 ExCom further approves the disposal of acquired assets, such as real and other properties acquired (ROPA) and other assets covered under approved disposal policies, upon recommendation of the Asset Disposal Committee. It endorses Major Expenditure Proposals in accordance with the Major Expenditures Policy, reviews Investor Relations activities, and monitors the Group’s debt ratings, engagement with credit rating agencies, and bank credit arrangements to ensure continued access to funding and market confidence.

Composition from April 28, 2026 – April 26, 2027

Chairman: Daniel S. Dy

Vice Chairperson: Maria Cristina A. Tingson

Members:

Diana P. Aguilar

Cirilo P. Noel

Lee Meng Teck Victor

Enrico S. Cruz (Independent) – non-voting

Esther Wileen S. Go (Independent) – non-voting

 Meetings and key actions in 2025

In 2025, the Executive Committee held 16 meetings. During the year, it:

• Reviewed and endorsed strategic initiatives, financial performance, and budget plans
• Monitored monthly and quarterly performance acrossbusiness segments
• Assessed impacts of market, competitive, and legislative developments and proposed mitigating actionsReviewed and updated ICAAP, ILAAP, and Business Continuity Planning
• Endorsed dividend policy for common and preferred shares
• Approved and endorsed major expenditures for strategic initiatives
• Conducted annual review of its charter and oversaw management-level committees
• Approved amendments to expense, travel, and major expenditure policies, and sales programs for acquired assets

The Audit Committee assists the Board in fulfilling its oversight responsibilities on the integrity of the Bank’s financial statements and the effectiveness of internal controls and risk management, and compliance with laws and regulation.

Its responsibilities cover financial reporting, external and internal audit, internal control, governance, and compliance.

Composition from April 28, 2026 – April 27, 2027

Chairman: Gerard H. Brimo (Independent)

Vice Chairman: Cirilo P. Noel

Member: Michael S. Chua (Independent Director)

^{*Deceased March 23, 2026}

Meetings and key actions in 2025

The Audit Committee held seven meetings in 2025. Key activities included:

• Financial reporting
  • Reviewed and endorsed audited annual financial statements prior to Board approval
  • Discussed critical accounting principles, alternative treatments under IFRS/PFRS, GAAP, and PAS, and implications with Management and external auditors
  • Reviewed recommendations in the external auditor’s management letter
• External audit
  • Recommended reappointment of external auditors
  • Reviewed audit scope, approach, fees, and approved non-audit services
  • Assessed auditor independence, objectivity, and effectiveness
• Internal control and risk
  • Reviewed adequacy and effectiveness of internal controls, including IT and security controls
  • Monitored whistleblowing cases and management actions
• Internal audit
  • Approved the Internal Audit Charter and annual audit plan
  • Reviewed performance, independence, and resourcing of the Internal Audit function
  • Reviewed significant audit findings including management agreed actions.
• Governance and compliance
  • Reviewed internal and external quality assurance assessments
  • Ensured compliance with professional auditing standards
  • Reviewed Committee self-assessment and charter
  • Approved service-level agreements with subsidiaries

The Corporate Governance Committee oversees the compliance function and assists the Board in fulfilling its corporate governance responsibilities across a broad range of areas including sustainability. It is responsible for ensuring the Board’s effectiveness and due observance of corporate governance principles and guidelines.

Composition from April 28, 2026 – April 26, 2027

Chairperson : Jose Perpetuo M. Lotilla (Independent)

Vice Chairman : Cirilo P. Noel

Members :

Gerard H. Brimo (Independent Director)

Michael S. Chua (Independent Director)

Masatoshi Komoriya

* New director as of May 27, 2025

** Term as director eneed on May 27, 2025

*** Deceased March 23, 2026

Meetings and key actions in 2025

The Corporate Governance Committee met 12 times in 2025. During the year, it:

• Performed oversight of the Compliance function, including monitoring of implementation of the Compliance Plan covering General Regulations and AML, review of the BSP Report of Examination and assessment of replies and periodic reports of the Compliance Office, evaluation of results of independent compliance testing, updates on policies and Manuals relating to Corporate Governance, Compliance Program and MLPP.
• Reviewed results of performance evaluation of Compliance Office and Chief Compliance Officer
• Reviewed administrative cases on quarterly basis
• Facilitated the completion of the Annual Corporate Governance Training (SEC Requirement) and submission of the Certificates before deadline date.
• Noted the SBC Executive Training Material with the Board and Sustainability Committee for the training session held in partnership with IFC, which discussed regulators’ shifts (e.g., BSP Circulars, ASEAN Taxonomy, IFRS) and national priorities that unlocked growth opportunitiesin energy, MSMEs, agriculture, and green infrastructure; and delivered insights on governance expectations and global best practices—supporting boards in embedding sustainability into mandates, risk oversight, and long-term value creation.
• Reviewed and endorsed for Board approval the following:
  • Bank’s 2024 Integrated Annual Corporate Governance Report (I-ACGR)
  • Bank’s 2025 Institutional Risk Assessment
• Reviewed and endorsed for Board approval and/or confirmation of the following updates or amendments to the Bank’s Policies, Board and Management Committee Charters:
• Amendments to the Manual of Corporate Governance
• Amendment and Annual Review of the Corporate Governance Committee Charter
• Amendments to the Sustainability Framework and Committee Charter
• Review of the Integrity Committee (IC) Charter including the function of Committee on Corrective Action (CCA) and Committee on Decorum (COD)
• Updates and Amendments to the SBC Code of Conduct
• Updates and Amendments to the Personal Investment Policy (PIP)
• Provided oversight of the following management Sub-Committees: Sustainability, Integrity, Occupational Safety and Health (OSH), and Anti-Money Laundering and Counter Financing of Terrorism (AMLCFT) Committees

The Nominations and Remuneration Committee (NRC) reviews and evaluates qualifications of individuals nominated to the Board and key positions requiring Board approval. It oversees Board effectiveness, succession planning, and remuneration policies to ensure alignment with strategy, culture, and long-term performance.

Composition from April 28, 2026 – April 26, 2027

Chairperson: Enrico S. Cruz (Independent Director)

Vice Chairman: Daniel S. Dy

Member:

Gerard H. Brimo (Independent)

Mark Dennis Y.C. Joven (Independent Director)

Maria Cristina A. Tingson

Meetings and key actions in 2025

The NRC met 15 times in 2025. During the year, it:

• Evaluated and recommended Board appointments and committee assignments
• Reviewed senior officer appointments and manpower reports
• Approved executive compensation disclosures
• Reviewed organizational structure and transformation initiatives
• Oversaw CEO transition planning
• Reviewed HR policies, retirement plan amendments, and employee benefits programs
• Monitored leadership pipeline through the Nine-Box Framework
• Oversaw transformation of the HR system (HeRO) andEmployee Value Proposition
• Conducted annual review of the NRC Charter

The Related Party Transactions Committee ensures that transactions with related parties across the Group are handled in a sound and prudent manner, with integrity and in compliance with applicable laws and regulations to protect the interest of depositors, creditors, and other stakeholders.

Composition from April 28, 2026 – April 27, 2027

Chairman: Jose Perpetuo M. Lotilla (Independent Director)

Vice Chairman: Diana P. Aguilar

Member: Gerard H. Brimo (Independent Director)

*Deceased March 23, 2026

Meeting and key actions in 2025

The RPTC held 12 meetings in 2025. During the year, it:

• Approved updates to the Related Party Transactions (RPT) Policy, which is applicable to the Bank and its subsidiaries and affiliates

• Reviewed and endorsed material RPT transactions for Board approval, ensuring that transactions were conducted in a manner that protected the Bank from any potential conflict of interest and that the terms and conditions given were on an arm’s length basis

• Noted and endorsed non-material RPT transactions for Board confirmation

• Approved the amendment to the RPTC Charter and noted the report on the annual review of the RPTC Charter

The Risk Oversight Committee (ROC) is primarily responsible for approving and overseeing the Enterprise Risk Management (ERM) framework and program of the Bank and its subsidiaries, including the Risk Appetite Policy, risk limits, and tolerance levels, as well as other risk policies and frameworks. It ensures that risk-taking activities remain aligned with the Bank’s strategy, regulatory expectations, and overall capacity to manage risk.

 The ROC oversees risk policies across credit, market, liquidity, operational, environmental and social, and model risks, and defines responsibilities under the three lines of defense framework.

Composition from April 28, 2026 – April 27, 2027

 Chairman: Michael S. Chua (Independent)

Vice Chairperson: Esther Wileen S. Go (Independent)

Members:

Gerard H. Brimo (Independent)

Lee Meng Teck Victor

Jose Perpetuo M. Lotilla (Independent)

Maria Cristina A. Tingson

Hirofumi Umeno

Cirilo P. Noel – Observer

  *Appointed as ROC member effective April 29, 2025 (vice Director Juichi Umeno)

** Term as Director ended April 29, 2025

*** Deceased March 23, 2026

Meetings and key actions in 2025

The ROC held 14 meetings (including regular, special, and joint meetings). During the year, it:

• Strengthened the ERM Framework and Risk Appetite Policy

• Approved various enhancements to credit, market, liquidity, and operational, and environmental and social risk policies

• Reviewed trading activities, limits, and balance sheet risk governance

• Approved model development and recalibration initiatives, including ECL models and scorecards

• Approved updates to operational resilience, fraud, BCM, crisis management, and information security frameworks

• Approved Contingency Funding Plan, Recovery Plan, and ICAAP submissions

The Senior Credit Committee is the Bank’s highest credit decision-making body and works closely with the ROC in managing overall credit risk. It approves credit proposals beyond delegated authority limits and oversees remedial and recovery strategies for problem accounts.

Composition from April 28, 2026 – April 26, 2027

Chairperson: Maria Cristina A. Tingson

Vice Chairman: Mark Dennis Y.C. Joven (Independent Director)

Members :

Enrico S. Cruz (Independent Director)

Stephen G. Tan (Independent Director)

Hirofumi Umeno

Cirilo P. Noel – Observer

Lee Meng Teck Victor – Observer

*Term as Director ended on April 29, 2025

**Additional member effective April 29, 2025

***Non Voting Member 

Meetings and key actions in 2025

The Committee held 49 meetings and reviewed credit transactions exceeding Credit Committee authority limits.

The Trust Committee oversees the Trust, Investment Management activities, and Other Fiduciary businesses through the Trust and Asset Management Group (TAMG), including investment oversight, compliance, and fiduciary risk management.

 Composition from April 28, 2026 – April 27, 2027

Chairperson: Diana P. Aguilar

Vice Chairman: Jose Perpetuo M. Lotilla (Independent)

Members:

Maria Cristina A. Tingson

Lee Meng Teck Victor

 Meetings and key actions in 2025

The Committee met six times in 2025 and:

• Reviewed TAMG performance, profitability, and AUM growth
• Assessed market outlooks and regulatory developments
• Approved audited financial statements and 2026 budget
• Approved new UITF products and policy enhancements
• Reviewed related party transactions
• Provided strategic guidance on business growth, governance, and risk

The Transformation and Technology Committee oversees the development and implementation of strategy, transformation, innovation and information technology initiatives of the Bank and its subsidiaries and affiliates, in support of the Group’s vision, mission, and strategic objectives.

Composition from April 28, 2026 – April 27, 2027

Chairperson: Esther Wileen S. Go (Independent)

Vice Chairperson: Stephen G. Tan (Independent)

Members:

Daniel S. Dy

Lee Meng Teck Victor (President and CEO)

*Member from January-August 2025

**Appointed on August 2025

Meetings and key actions in 2025

TTC held 13 meetings and:

• Reviewed strategic, transformation, and information technology initiatives for value, risk, and alignment
• Endorsed Major Expenditure Proposals for Board approval
• Monitored delivery of strategic and IT programs against SMART objectives
• Approved IT policies and standards
• Oversaw technology outsourcing and Enterprise Control Board governance
• Reviewed amendments to the ECB Charter

I. Purpose

The Executive Committee shall approve, the midterm strategy of Security Bank Corporation (“the Bank”), annual budget, and administrative matters.

II. Memberships

1. The Executive Committee shall be composed of five (5) directors and alternate members in accordance with the By-laws of the Bank.

2. All members including the Chairman shall be nominated and appointed by the Board from among its members for a one (1) year term and can be replaced or removed by the Board.

3. An independent director designated as a member of the Executive Committee shall have no voting right.

4. The composition and functions of the Executive Committee shall be reviewed by the Board on an annual basis.

III. Meetings

2. The Executive Committee shall meet at least once a month or as the need arises as determined by the Chairman.

2. Any member of the Executive Committee may call a special meeting provided there is one day prior written notice.

3. The requirement of notice of any special meeting may be waived in writing by all members of the Executive Committee.

4. The meeting can be held in person, or via remote communications as may be allowed by law.

5. The Executive Committee may invite other Directors, Board Advisers or Management to participate in meetings from time to time.

6. A quorum shall be composed of three (3) voting members. Affirmative vote of a majority of the whole committee excluding the independent director shall be necessary in any case.

7. The Bank’s Corporate Secretary or Assistant Corporate Secretary shall provide assistance to the Committee in the preparation of the Agenda and Minutes of Meeting.

8. An agenda shall be prepared for each meeting and distributed at least two (2) days ahead of the meeting.

IV. Duties and Responsibilities

1. The Executive Committee may act on specific matters within the competence of the Board of Directors and as delegated to it by the Board of Directors from time to. These shall include but will not be limited to the following:

               a. Approval of MEPs in excess of Php75 million up to Php600 million; and

               b. Approval of urgent items otherwise requiring board approval unless specifically excluded by the charter.

2. The Executive Committee may not act on the following:

               a. Approval of any action for which stockholders’ approval is also required;

               b. Filling of vacancies in the Board of Directors;

               c. Amendment or repeal of the By-Laws or the adoption of new By-Laws;

               d. Amendment or repeal of any resolution of the Board of Directors which by its express terms is not so amendable or repealable;

               e. Distribution of cash dividend (common and preferred) to the stockholders; and

               f. Other matters as may be specifically excluded or limited by the Board of Directors and/or by laws or regulations.

3. For the management-level committees that report to the Executive Committee 1/, oversee the performance of their responsibilities as indicated in their respective charters andevaluate/ approve policies recommended by

           them to ensure the effective management of relevant risks.

4. The Executive Committee may, without limitation, oversee the financial management of the Bank and its subsidiaries and affiliates (collectively referred to as “the Group”),including strategic and financial planning, the

           budget, capital planning, and compliance with the regulatory limits with respect to capital, liquidity ratios and other measures asmay be required by the relevant regulatory agencies.

5. Approve the sale of ROPA, NROPA and Loan Portfolio as recommended by the Asset Disposal Committee for amounts more than ₱100 million through two (2) designatedExecutive Committee Members.

6. Review investor relations activities; and

I. PURPOSE

A. The Audit Committee (Committee) is appointed by the Board of Directors (Board) of Security Bank Corporation for the following purpose:
1. To monitor and evaluate the adequacy, effectiveness and efficiency of the following:
a. Integrity of the Bank’s financial statements;
b. Bank’s internal control system including financial reporting process, information technology, governance and management of risks;
c. The Bank’s process in monitoring compliance with applicable laws, rules and regulations, internal policies and its own code of business conduct; and
d. Conduct of operations and safeguarding and effective use of assets.

2. Perform oversight function over the following:

a. Internal audit function and independence of auditors;
b. Internal audit service provider (if any) and its independence; and
c. External audit function and external auditor’s qualifications, independence and performance.
3. Fulfilment of other responsibilities included in this document (Charter).

B. The Committee is empowered by the Board to:
1. Have resources and authority appropriate to discharge its responsibilities as defined in this Charter, including the authority to engage external auditors for special audits, reviews and other procedures and to obtain advice from special council and other experts or consultants to assist in any investigations without the need for Board approval;
2. Have full access to members of management, employees, properties, records and relevant information of the Bank it considers necessary to discharge its duties;

3. Receive regularly from Management on information on risk exposure and risk management activities;
4. Resolve any disagreements between management and the internal and external auditors regarding audit issues and/or financial reporting;

5. Delegate authority to the Head of internal audit function or Chief Audit Executive (CAE) and other sub-Committees;
6. Enter into service level agreements with the Audit Committee of the Bank’s subsidiaries and affiliates with regards to the shared services of the Internal Audit function and other dependencies on the activities of the Audit Committee of the Bank; and

7. Commission an assessment team outside of the organization to conduct an independent quality assurance review of the internal audit function at least every five (5) years.

II. MEMBERSHIP
1. The Committee shall be composed of at least three (3) members of the Board, who shall all be non-executive directors, majority of whom shall be independent directors, including the Chairman.

2. All members must have relevant background, knowledge, skills, and/or experience in the areas of accounting, auditing or finance. It shall have access to independent experts to assist them in carrying out its responsibilities.

3. All members including the Chairman shall be appointed by the Board from among its members for one (1) year term and can also be replaced or removed by the Board anytime in accordance with the existing rules and regulations.
4. The Chairman should not be the chairman of the Board or of any other board level Committee.

5. The Members of the Audit Committee shall not be members of the Trust Committee (per Subsection X141.1 and X141.2 of the BSP MORB).
6. The Secretary of the Committee shall be the head of internal audit function or CAE or any person appointed by the Committee. The Secretary shall be responsible for managing the activities of the Committee particularly in coordinating the Committee meetings, preparing the minutes of meetings and safekeeping of records of the Committee.
III. MEETINGS

1. The Committee shall hold meetings at least quarterly. Special meetings may be convened as required. The head of internal audit function or CAE or external auditor may initiate a separate meeting or executive sessions with the Committee.

2. The Committee shall conduct regular meetings and dialogues with the external audit team without anyone from management present.

3. The meetings can be held at such date, time and place as the Committee considers appropriate.
4. The meeting can be held in person, or via remote communications as may be allowed by law.

5. The Committee may invite other members of the Board, advisers, management, external auditors or others to attend meetings and provide pertinent information as necessary.
6. A quorum for any meeting will be majority of the members.

7. Resolutions at a meeting of the Committee shall be passed by a majority of votes of the members participating in such meetings.

8. Meeting agenda will be prepared by the head of internal audit function or CAE or the appointed Committee Secretary and provided five (5) days in advance to all members, along with appropriate briefing materials.
9. Minutes of meeting will be prepared by the Secretary.
10. The Committee meets with the Board at least once a year without the presence of the Chief Executive Officer (CEO) or other senior management.

IV. DUTIES AND RESPONSIBILITIES
The Committee shall have the following duties and responsibilities:

A. General Procedures

1. Escalate to the Board in a timely manner any Committee recommendations or decisions requiring ratification or approval by the Board as stated in this Charter.
2. Submit an annual report to the Board with regard to the overall assessment of the Bank’s internal control system.

B. Financial Statements
1. Review and approve for endorsement of the interim and annual financial statements and reports audited by external auditors prior to submission to the Board, with particular focus on the following matters:
a. Any change/s in accounting policies and practices;
b. Areas where a significant amount of judgment has been exercised
c. Significant adjustments resulting from the audit;
d. Going concern assumptions;
e. Compliance with accounting standards/financial reporting regulation;
f. Compliance with tax, legal and regulatory requirements; and
2. Discuss the external auditor’s attestation and report on management’s internal control with regards to the following:

a. All critical accounting principles and practices;

b. All alternative treatments of financial information within International/Philippine Financial Reporting System (IFRS/PFRS), Generally Accepted Accounting Principles (GAAP) and the Philippine Accounting Standards (PAS) that have been discussed with the management and its implications; and

c. Reviews the recommendations in the external auditor’s management letter

C. Internal Control
1. Monitor and evaluates the adequacy and effectiveness of the internal control system, including information technology security and control, integrity of financial reporting, and security of physical and information assets.

2. Ensure that there is an annual review of the effectiveness of the Bank’s internal controls, including financial, operational, information technology security and control, and compliance controls, and risk management, through the review of reports of the external and internal audit.

3. Through reports received from the Internal Audit function, ensure that management is taking necessary corrective actions in a timely manner to address the weaknesses, non-compliance with policies, laws and regulations including reporting of significant matters to the Board.
D. Internal Audit and Internal Audit Service Provider

1. Oversee the independence of Internal Audit Group by ensuring that the head of internal audit function or CAE functionally reports to the Committee and administratively to the Executive Director.
2. Periodically review and recommends approval of the Internal Audit (IA) Charter, which formally defines the responsibilities, powers and authority of Internal Audit, the audit plan as well as oversees the implementation of the IA Charter;
3. Ensure that the internal and external auditors are independent and that both auditors are given unrestricted access to all records, properties and personnel to enable them to perform their respective audit functions taking into consideration relevant Philippine professional and regulatory requirements.
4. Recommends the appointment and removal of the head of internal audit function or CAE as well as his qualifications, and grounds for appointment and removal.

5. Report to the Board the annual performance appraisal of the head of internal audit function or CAE.
6. Recommend for approval of the Board the annual remuneration of the head of internal audit function or CAE and key internal auditors, in accordance with the Bank’s remuneration policies and practice. For purposes of this Charter, key internal auditors refer to the Division Heads and/or VP up.

7. Review and approve the annual internal audit risk assessment and plan to ensure its conformity with the objectives of the Bank. The plan which is based on robust risk assessment shall include the audit scope, frequency, resources and budget necessary to implement it. Any significant change to the audit plan shall be likewise approved by the Committee.

8. Review and ensure that budget, resources, plan and activities and organizational structure will support the internal audit function.
9. Ensure that the internal auditors have sufficient knowledge, skills, experience, and professional certifications to effectively discharge their functions.

10. Review periodically the implementation and accomplishment of the approved audit plan.
11. Review the internal audit reports and the corresponding recommendations to address the weaknesses noted, discussing the same with the head of the internal audit function or CAE and reporting significant matters to the board of directors;

12. Review discoveries of fraud and violations of laws and regulations as raised by the internal audit function.
13. Ensure that the internal audit function maintains an open communication with executive management and key personnel, the audit Committee, external auditors, and the supervisory authority.

14. Ensure that the Internal Audit Group has a Quality Assurance and Improvement Program.
15. Ensure that Internal Audit Group has an external quality assurance review every five years.
16. Review the results of the internal periodic and independent external quality assurance review and monitor the implementation of the Internal Audit Group’s action plans to address any recommendations.

17. Evaluate, review and approve outsourcing needs (if any) of the Internal Audit Group to ensure that it achieves its internal audit plan. The Audit Committee should also approve the terms and conditions for outsourcing internal audit services.
18. Select and oversee the performance of the internal audit service provider.

19. Ensure that the external audit service provider is independent, objective, and has adequate manpower resources with sufficient qualifications and skills necessary to accomplish the internal audit activities.
20. Monitor and review the effectiveness of performance of internal audit function and internal audit service provider, if any, including its independence and reporting relationships.

21. Ensure that Internal Audit and internal audit service providers comply with sound internal auditing standards such as the Institute of Internal Auditors’ International Standard for the Professional Practice of Internal Auditing and other supplemental standards issued by regulatory authorities/government agencies, as well as with relevant code of ethics;

E. External Audit

1. The Committee recommends to the Board the appointment, reappointment, removal, and fees of external auditor for the bank and its subsidiaries and affiliates, duly accredited by the Securities and Exchange Commission and BSP. It shall review and approve the engagement contract and ensure that the scope of audit likewise cover areas specifically prescribed by BSP and other regulators. For removal or change in the external auditor, the reasons for removal or change should be disclosed to the regulators, the shareholders and the public through the company website and other required disclosures.
2. Reviews the recommendations in the External Auditor’s management letter and oversee the resolution of disagreements, if any, between management and the external auditors.

3. Review the performance of the external auditors at least annually including technical competence, integrity, independence, objectivity and overall effectiveness of the external audit process.
4. Discuss with the external auditors the nature, proposed audit scope, approach and expenses of the audit, including coordination of audit effort with internal audit.

5. Ensure that external auditors, including the engagement and quality control partners of the audit firm are rotated in accordance with the relevant provisions of the Code of Ethics for Professional Accountants in the Philippines as adopted by the Philippine Board of Accountancy.
6. Evaluate and determine the non-audit work, if any, of the External Auditor, and periodically reviews the non-audit fees paid to the External Auditor in relation to the total fees paid and the bank’s overall consultancy expenses. The Committee should disallow any non-audit work that will conflict with his duties as an External Auditor or may pose threat to his independence1 and objectivity2. The non-audit work, if allowed, should be disclosed in the Bank’s Annual Report and Integrated Annual Corporate Governance Report.
7. Ensure that the scope of the external audit work appropriately covers areas relevant to banks operations and risk exposures prescribed by Bangko Sentral and other regulators. These include:
– Review of the adoption of applicable reporting framework as well as the assessment of the accuracy, adequacy, and reliability of accounting records and financial reports.
– Assessment of the propriety and adequacy of disclosures in the financial statements.
– Assessment of the adequacy and effectiveness of internal controls and risk management systems.
– Assessment of the quality of capital in relation to risk exposures; and
– Evaluation of the quality of corporate governance.

1 As defined under the Code of Ethics for Professional Accountants
2 Fees paid for non-audit services do not outweigh the fees paid for audit services.

F. Reporting Responsibilities

1. Report to the Board about Committee activities and issues in relation to the quality or integrity of the Bank’s financial statements as reported by the internal and external auditors and engagement of independent external auditors.

2. Report to the Board on the status of accomplishments of the outsourced internal audit activities (if any) including significant findings noted during the conduct of the internal audit.
3. The Committee shall also provide an avenue of communication between the management, the external and internal auditors, supervisory authorities, and the Board.

G. Other Responsibilities
1. Establish and maintain whistleblowing mechanisms by which officers and staff shall, in confidence, raise concerns about possible improprieties or malpractice in matters of financial reporting, internal control, auditing or other issues to persons or entities that have the power to take corrective action. It shall ensure that arrangements are in place for the independent investigation, appropriate follow-up action and subsequent resolution of complaints.

2. Investigate any matter within its terms of reference, have full access to and full cooperation of management, and have full discretion to invite any director or executive officer to attend its meetings.
3. Perform other oversight functions as requested by the Board.

4. Provide oversight into the Audit Committees of subsidiaries, as necessary.

• PURPOSE
  • The Risk Oversight Committee (ROC) shall be responsible for the development, approval and oversight of the risk management framework and program of the Bank and its Subsidiaries, including its implementation by management.
  • The ROC shall also:
    • Define the SBC Group risk appetite. In setting the risk appetite, it shall take into account the business environment, regulatory landscape, and the group’s long term interests and ability to manage risk.
    • Approve and oversee adherence to the risk appetite statement (RAS), risk policy and risk limits.
    • Oversee the development of, approve, and oversee the implementation of policies and procedures relating to the management of risks throughout the group.
    • Define organizational responsibilities of the risk management function following the three lines of defense framework. The business line functions will represent the first line of defense; the risk management and compliance functions, the second line of defense; and the internal audit function, the third line of defense.
• MEMBERSHIP
  • The ROC shall be composed of at least three (3) members of the board of directors, majority of whom shall be independent directors, including the chairperson.
  • The ROC’s chairperson shall not be the chairperson of the board of directors, or any other board-level committee.
  • The ROC membership shall, in the determination of the Board, consist of the appropriate backgrounds and experience to discharge the oversight responsibilities of the ROC, and the ROC membership shall meet all applicable regulatory or legal requirements regarding expertise and other qualifications. At least one member shall have experience in risk management issues and practices.
  • All members including the Chairman shall be appointed by the Board from among its members for one (1) year term and can also be replaced or removed by the Board anytime.
  • The ROC has authority to retain advisers when it deems appropriate, including approval of fees and terms of retention, without the prior permission of the Board or management, and shall be provided the necessary resources for such purposes.
• DUTIES AND RESPONSIBILITIES
  • The ROC shall advise the Board of Directors on the Bank’s overall current and future risk appetite, oversee senior management’s adherence to the risk appetite statement, and report on the state of risk culture of the Bank.
  • The ROC shall:
    • Oversee the risk management framework.
      • Risks covered will be credit risk, market risk, operational risk, reputational risk, and ESG risk.
      • The ROC shall oversee the development of and approve the Bank’s primary risk management policies, risk appetite statements (RAS) and risk limits, and annually review and approve any material changes to such.
      • It shall review reports of significant risk issues identified by management and ensure that said risks are promptly assessed, mitigated or corrected, and monitored.
      • It shall ensure that there is periodic review of the effectiveness of the risk management systems, contingency plans and recovery plans.
    • Oversee adherence to the risk appetite.
      • The ROC shall receive reports on risk appetite results against defined risk appetite levels for quantitative parameters and qualitative factors. It shall ensure that corrective actions are promptly implemented to address risk management concerns.
      • The ROC shall ensure that current and emerging risk exposures are consistent with the Bank’s strategic direction and over-all risk appetite. It shall assess the overall status of adherence to the risk appetite based on the quality of compliance with the limit structure, policies, and procedures relating to risk management and control, and performance of management, among others.
    • Oversee the risk management function.
      • The ROC shall ensure that the risk management function has adequate staff and resources and carry out their responsibilities independently, objectively and effectively.
      • The Committee shall be responsible for the appointment/selection, remuneration, performance assessment, and dismissal of the Chief Risk Officer (CRO).
      • It shall ensure that the risk management function has adequate resources and effectively oversees the risk-taking activities of the group.
  • For Capital Management matters, the Risk Oversight Committee shall:
    • Review and approve policies and where applicable, implementing guidelines as recommended for capital oversight purposes.
    • Ensure the proper and consistent implementation of any Board approved Capital plan.
  • For Outsourcing matters, the Risk Oversight Committee shall:
    • Oversee the Outsourcing Committee in its role of managing and reviewing outsourcing contracts with third party providers.
    • Approve policies recommended by the Outsourcing Committee to ensure effective management of risks arising from outsourced activities.
  • For oversight of the Bank’s Fiduciary and Subsidiaries’ Risk Management:
    • The ROC shall exercise risk management oversight of Trust and the Bank’s subsidiaries.
    • Provided, that this shall be done in coordination with and reported to the respective board of directors of the subsidiaries.
    • Provided, further, that the respective board of directors of the subsidiaries shall remain ultimately responsible for the management of risk exposures.

I. Purpose

1. The Corporate Governance Committee shall assistthe Board of Directors in fulfilling its corporate governance responsibilities including approving and overseeing implementation of the corporate governance framework.

2. Toward this end, the Committee shall have oversight and be responsible for ensuring the Board’s effectiveness and due observance of corporate governance principles and guidelines.

II. Membership

1. The Corporate Governance Committee shall be composed of at least three (3) members of the Board of Directors who shall all be non-executive directors, majority of whom shall be independent directors, including the Chairperson.

2. All members including the Chairperson shall be appointed by the Board from among its members for one (1) year term and can also be replaced or removed by the Board anytime.

Ill. Meetings

1. The Corporate Governance Committee shall meet at least quarterly.

2. The meeting can be held in person or via remote communications as may be allowed by law.

3. The Committee may invite other Directors, Board Advisers or Management to participate in meetings from time to time.

4. A quorum shall comprise a majority of the members.

5. The meeting agenda will be prepared and provided at least two (2) days in advance to all members, along with appropriate briefing materials.

6. Minutes of the meeting shall be prepared and circulated to all directors after each meeting.

7. The Committee shall provide a summary of the actions taken at each Committee meeting, which shall be presented to the Board at the next Board meeting.

8. The Bank’s Corporate Secretary or Assistant Corporate Secretary shall provide assistance to the Committee in the preparation of the Agenda and Minutes of the Meeting.

IV. Duties and Responsibilities

The Corporate Governance Committee shall:

1. Oversee the implementation ofthe corporate governance framework and periodically review the said framework to ensure that it remains appropriate in light of material changes to the corporation’s size, complexity and business strategy, as well as its business and regulatory environments;

2. Define the appropriate governance principles, guidelines and structure; ensure that these are reviewed and updated regularly; and consistently implemented in form and substance;

3. Oversee the periodic performance evaluation of the Board and its Committees and present recommendations to the Board on the manner by which performance may be evaluated, with the objective performance criteria approved by the Board. Performance indicators shall address how the Board and its Committee have enhanced long-term enterprise and shareholders’ value.

4. Ensure that the results of the Board evaluation are shared, discussed, and that concrete action plans are developed and implemented to address the identified areas for improvements;

5. Oversee the Bank’s Compliance Program, including the management of the Bank’s compliance function, to ensure that the Bank complies with all applicable laws, regulations, codes of conduct and standards of good practice. This includes the appointment, evaluation, remuneration and dismissal of the Chief Compliance Officer and the conduct of inquiries on Senior Management and key personnel’s performance relative to regulatory findings.

6. Oversee and present recommendations to the Board regarding the continuing education program for directors.

7. Ensure that directors are able to commit to effectively discharge their responsibilities and that directors with multiple board seat are able to devote sufficient time to fulfill their duties.

8. Ensure that the board structure promotes efficiency, critical discussion of issues such as values, conduct and behaviors, and thorough review of matters. It shall regularly review the board’s structure, size and composition including board level-committees.

9. For the management-level committees that report to the Corporate Governance Committee1/, oversee the performance of their responsibilities as indicated in their respective charters and evaluate/ approve policies recommended by them to ensure the effective management of relevant risks.

1 Sustainability Committee, AMLCFT Committee, Integrity Committee and Occupational Safety and Health Committee

I. Purpose

The Trust Committee (TrustCom) is a special committee which reports directly to the BOD and is primarily responsible for overseeing the trust, IMA and other fiduciary activities of SBC TAMG.

II. Membership

The TrustCom shall be composed of at least five (5) members to include:

a. The President or any Senior Officer of the Bank;

b. The Trust Officer; and

c. The remaining Committee members, including the Chairperson, shall be:

i.Non-Executive Directors or Independent Directors, as defined under Sec 131 of the BSP MORB, who are both not part of the Audit Committee; or

ii. Those considered as qualified “Independent Professionals.”

               A qualified “Independent Professional” shall refer to a person who:

               a) Is not a Director/Officer/Employee of the Bank during the last twelve (12) months counted from the date of committee membership;

               b) Is not a relative within the fourth degree of consanguinity or affinity, legitimate or common-law of  any Executive Director or those involved in the day to day management of Institution’s operations of officer of the Bank;

               c) Is not engaged or does not engage in any transactions with the Bank whether by himself or with other persons or through a firm of which he is a partner, other than transactions which are conducted at arm’s length and could not materially interfere with or influence the exercise of his judgment.

2. All members, except for the Trust Officer, shall be appointed by the BOD from among its members for a term of one (1) year and can also be replaced or removed anytime, or re-elected annually, by the BOD.

3. The BOD shall also consider occasional rotation of TrustCom members, including its Chairman/Chairperson and Vice Chairman/ Chairperson to avoid undue concentration of power and promote fresh perspective.

4. Members of the TrustCom shall, in addition to meeting the qualification standards prescribed for directors, committee members and officers of financial institutions, possess the necessary technical expertise and relevant experience in trust and fiduciary business which may be indicated by any of the following:

               a. At least one (1) year of actual experience in trust, other fiduciary business, or investment management activities;

               b. At least three (3) years of professional experience in a relevant field such as banking, finance, economics, law and risk management;

               c. Completion of at least ninety (90) training hours in trust, other fiduciary business, or investment management activities acceptable to the BSP; or

d. Completion of a relevant global or local professional certification program.

5. A TrustCom member should be familiar with Philippine Laws, Rules and Regulations on trust business, as well as uphold at all times ethical and good governance standards.

6.Restrictions on Membership

a.Except for the President, a Director who is also an officer of the Bank shall not be qualified to be a member of the TrustCom.

b.In case however, the TrustCom shall be composed of more than five (5) members, majority shall be composed of qualified non-executive members.

c.No member of the Bank’s Audit Committee shall be concurrently designated as a member of the TrustCom.

III. Meetings

1. The TrustCom shall meet at least every quarter, or more frequently as circumstances may warrant.

2. The meeting can be held in person, or via remote communications as may be allowed by law.

3. The Committee Secretary shall develop and prepare the agenda for each meeting and notice will be sent out at least five (5) days before the meeting date.

4. A simple majority shall constitute a quorum for the TrustCom, provided the Chairman/Chairperson, or his designated alternate, shall always be present. Every decision of at least a simple majority of the members, provided that the Chairman/Chairperson and the Trust Officer have signified their approval, shall be valid as the act of the TrustCom.

5.On matters where approval is required and where one or more than one of the members shall have conflict of interest or potential conflict of interest, then approval requirement shall be as follows:

               a. If it is the Chairman/Chairperson or the Trust Officer, then the approval of at least three (3) members including the Trust Officer or the Chairman/Chairperson, as the case may be, shall be required. The Chairman/Chairperson or the Trust Officer, as the case may be, shall recuse himself/herself from participating in the approval process and approving such request where he/she has conflict of interest or shall have conflict of interest on the subject matter being requested for approval.

               b. If it is the Chairman/Chairperson and the Trust Officer, then the approval of at least three (3) remaining members shall be required. The Chairman/Chairperson and the Trust Officer shall recuse themselves from participating in the approval process and approving such request where both have conflict of interest or shall have conflict of interest on the subject matter being requested for approval.

               c. In cases where a member of the TrustCom, other than the Chairman/Chairperson or the Trust Officer has conflict of interest or potential conflict of interest on the subject matter being requested for approval, said member is required to recuse himself/ herself from participating in the approval process and the approval of the simple majority of the non-recusing members shall be required conditioned that one of the approvers shall be the Chairman/ Chairperson.

               d. In cases where two (2) members of the TrustCom that include the Chairman/ Chairperson or the Trust Officer have conflict of interest or potential conflict of interest on the subject matter being requested for approval, said members are required to recuse themselves from participating in the approval process and the approval of the simple majority of the non-recusing members shall be required.

               e. In cases where the request for approval is considered Related Party Transaction and where one of the TrustCom members or the TrustCom Chairman/ Chairperson sit as a member of the RPT Committee, the proponent of the request shall include in the Approval Request the member who will participate in the approval process in the TrustCom and recuse in the RPT Committee and conversely, the member who will recuse in the participation in the approval process in the TrustCom and will participate in the approval process in the RPT Committee.

               f. Where no approval may be secured from majority of the Trust Committee members because of conflict of interest or potential conflict of interest regardless if the reason is related party transaction or otherwise, SBC TAMG shall seek approval directly from the BOD thru the Trust Committee, the latter when such request is a related party transaction.

               g. In cases where the proponent of the Approval Request can already identify the conflict of interest or potential conflict of interest of any TrustCom member as described under the foregoing items, then the proponent shall already include in the Approval Request the said member who will recuse in the approval process.

               h. In any case, the Committee Secretary shall ensure that such recusals are recorded either in the Approval Memo and/or in the Trust Committee Minutes of the Meeting.

6. In case any one of the following members shall be on scheduled leave or is on official business trip and cannot signify his/her approval or an officer-in-charge is appointed:

a. The Chairman/Chairperson – the Vice Chairperson shall automatically preside as Chairman;

b. The Trust Officer – his/her designate OIC shall take over as member of the Trust Committee and may approve (or disapprove) matters for approval as submitted by TAMG.

7.An officer of the Trust Group, other than the Trust Officer, shall act as Secretary of the TrustCom and shall record the minutes of the meetings.

8.The Committee Secretary shall record each meeting in its entirety, from confirmation of a quorum to adjournment, and shall ensure that such recording is kept strictly confidential and not disclosed to external parties unless upon written consent of the Chairman/ Chairperson.

All information pertaining to each trust or agency accounts discussed during the TC Meeting shall only be disclosed to third parties in accordance with the covering agency or trust agreement.

9.The Committee Secretary shall prepare the Minutes of the meetings and shall secure the approval of the TrustCom prior to notation/approval of the Board. Written copies of the minutes of the TrustCom meetings shall subsequently be submitted and presented to the BOD for its approval/ notation, at the board meeting immediately following each TrustCom meeting.

10. The Committee Secretary shall ensure that copies of the Minutes of the TrustCom as well as all recommendations/proposals approved by the TrustCom are duly filed and kept within the premises of the office and shall be made available at any time upon request by any one of the TrustCom members, the Bank’s Compliance Office, Audit Division or by any regulatory agency. The Committee Secretary shall ensure that the Minutes of the TrustCom are treated confidentially and shall only be disclosed in accordance with the relevant policies of the Bank and issuances of relevant regulatory agencies.

Any and all information pertaining to each trust or agency accounts discussed during the TC Meeting shall only be disclosed to third parties in accordance with the covering agency or trust agreement.

IV. Duties and Responsibilities

The Trust Committee shall:

1.Ensure that fiduciary activities are conducted in accordance with applicable laws, rules and regulations, and prudent practices;

2.Ensure that policies and procedures that translate the BOD’s objectives and risk tolerance into prudent operating standards are in place and continue to be relevant,

comprehensive and effective;

3.Oversee the implementation of the risk management framework and ensure that internal controls are in place relative to the fiduciary activities;

4.Adopt an appropriate organizational structure/staffing pattern and operating budgets that shall enable SBC TAMG to effectively carry out its functions;

5.Endorse the appointment of a qualified Trust Officer and thereafter, submit to the Compliance Group or Division to facilitate the transmittal for approval of the BSP – Monetary Board in compliance with the relevant regulations of BSP on the acceptance on the appointment of the Trust Officer.

6.Deliberate and approve the Key Results Areas (or “KRAs”) of the Trust Officer for the year which shall be the basis of the TrustCom in evaluating the performance of the Trust Officer by the end of the year.

7.Evaluate the full-year performance of the Trust Officer on the basis of the KRAs approved for the year, in accordance the performance appraisal Policies and Guidelines of the Bank.

8.The Trust Committee shall delegate the following duties to the Chief Executive Officer / President of the Bank:

i.To oversee the Trust Officer’s performance of administrative functions (i.e., approval of leaves, training requests and Individual Development Plan (IDP) and other similar matters; and

ii. To discuss with and deliver the actual Performance Appraisal Report (PAR) score to the Trust Officer for purposes of the annual evaluation of the Trust Officer;

9.Conduct regular meetings at least once every quarter, or more frequently as necessary, depending on the size and complexity of the fiduciary business; and

10.Report regularly to the BOD on matter arising from SBC TAMG’s activities.

I. Purpose

1. The Related Party Transactions (RPT) Committee shall assist the Board of Directors in fulfilling its oversight responsibilities in ensuring that transactions with related parties are handled in a sound and prudent manner, with integrity, and in compliance with applicable laws and regulations to protect the interest of depositors, creditors and stakeholders.

2. This shall include, among others:
a. Adoption and proper implementation of a group-wide RPT policy, encompassing all entities within the SBC Group, which shall:
i. Take into account their size, structure, risk profile and complexity of operations;
ii. Define related parties and covered transactions;
iii. Include guidelines in ensuring that RPTs are conducted in the regular course of business and not undertaken on more favorable economic terms to such related parties than similar transactions with non-related parties under similar circumstances;
iv. Identify, prevent or manage potential or actual conflicts of interest, which may arise;
v. Set materiality threshold and excluded transactions;
vi. Set internal limits for individual and aggregate exposures;
vii. Include effective whistleblowing mechanisms as provided in the Bank’s Whistleblowing Policy;
viii. Include measures to restitute losses and other remedies for abusive RPTs
b. Establishment of an effective system to:
i. Determine, identify and monitor related parties and RPTs;
ii. Continuously review and evaluate existing relationships between and among businesses and counterparties;
iii. Identify, measure, monitor and control risks arising from RPTs. The system should be able to define related parties’ extent of relationship; assess situations in which a non-related party (with whom the SBC group has entered into a transaction) subsequently becomes a related party and vice versa; and generate information on the type and amount of exposures to a related party and vice versa; and generate information on the type and amount of exposures to a particular related party. The said system will facilitate submission of accurate reports to the regulators. The system as well as theoverarching policies shall be subjected to periodic assessment by internal audit and compliance functions and shall be updated regularly for their sound implementation. The overarching policy and system shall be made available to the Bangko Sentral and audit functions for review. Any changes in the policies and procedure shall be made approved by the Board of Directors.

c. Coordinating with the Audit Committee to ensure that senior management addresses legitimate issues on RPT that are raised including the protection of the whistleblower from detrimental treatment and reprisal.
d. Ensuring that adequate capital against risks associated with exposures to related parties is maintained. In this regard, material risk arising from RPTs shall be considered in the capital planning process. The prescribed scenario/stress tests under the capital planning process shall also capture RPTs in order to determine whether the SBC group is well-insulated from any going concern issue of related parties.

3. The Committee shall also provide an avenue of communication between related parties, management, Compliance Office, the external and internal auditors and the Board.
II. Membership

1. The RPT Committee shall be composed of at least three (3) members of the Board, two of whom shall be independent directors, including the Chairperson, and one non-executive director. Each Committee member should have an understanding of the detailed responsibilities of committee membership.
2. All members including the Chairperson shall be appointed by the Board from among its members for a one (1) year term and can also be replaced or removed by the Board at anytime.

3. The Compliance Officer or Internal Auditor may sit in as resource persons in the Committee.
4. The Secretary of the Committee shall be the designated officer under the Office of the Corporate Secretary. He shall ensure that the notice and agenda of the meeting, with relevant supporting papers, are furnished to the RPT Committee members prior to each meeting.

5. The Chief Compliance Officer shall ensure completeness and propriety of the agenda for the regular or special RPT Committee meeting.
III. Meetings
1. The Committee shall meet at least quarterly. Special meetings may be convened as required.

2. The meeting may be held in person, or via remote communications as may be allowed by law.
3. The Committee may invite other Directors, Board Advisers or Management to participate in meetings from time to time.
4. A quorum for any meeting will be a majority of the members. In case a member has conflict of interest in a particular RPT, he/she shall not participate in the evaluation and abstain from voting for approval of the transaction.

5. The meeting agenda will be prepared and provided at least two (2) days in advance to all members, along with appropriate briefing materials.

6. The minutes of meetings shall be submitted to the Board for notation.

IV. Duties and Responsibilities

The Committee shall:
1. Evaluate on an on-going basis existing relations between and among businesses and counterparties to ensure that all related parties are continuously identified, RPTs are monitored and subsequent changes in relationships with counterparties (from non-related to related and vice versa) are captured. Related parties, RPTs and changes in relationships should be reflected in the relevant reports to the Board and regulators/ supervisors.

2. Evaluate all material RPTs to ensure that these are not undertaken on more favorable economic terms (e.g., price, commissions, interest rates, fees, tenor, collateral requirement) to such related parties than similar transactions with non- related parties under similar circumstances and that no corporate or business resources of the company are misappropriated or misapplied, and to determine any potential reputational risk issues that may arise as a result of or in connection with the transactions. In evaluating RPTs, the Committee takes into account, among others, the following:
a. The related party’s relationship to the company and interest in the transaction;
b. The material facts of the proposed RPT, including the proposed aggregate value of such transaction;
c. The benefits to the corporation of the proposed RPT;
d. The availability of other sources of comparable products or services; and
e. An assessment of whether the proposed RPT is on terms and conditions that are comparable to the terms generally available to an unrelated party under similar circumstances. The company should have an effective price discovery system in place and exercise due diligence in determining a fair price for RPTs.
All RPTs that are considered material based on the Bank’s internal policies shall be endorsed by the RPT Committee to the Board of Directors for approval. All RPTs below the materiality threshold shall be approved by the RPT Committee, subject to Board confirmation. These shall, however, exclude DOSRI transactions which are required to be approved by the Board of Directors.
3. Ensure that appropriate disclosure is made, and/or information is provided to regulating and supervising authorities relating to the company’s RPT exposures, and policies on conflicts of interest or potential conflicts of interest. The disclosure should include information on the approach to managing material conflicts of interest that are inconsistent with such policies, and conflicts that could arise as a result of the company’s affiliation or transactions with other related parties.

4. Report to the Board of Directors on a regular basis, the status and aggregate exposures to each related party as well as the total amount of exposures to all related parties.

5. Ensure that RPTs, including write-off of exposures, are subject to periodic independent review and audit process.
6. Oversee the implementation of the RPT management system, including the periodic review of RPT policies and procedures.
7. Perform other oversight functions as requested by the Board.

I. Purpose

1. The Senior Credit Committee is the highest credit decision-making body in the Bank after the Board of Directors.

2. As mandated by the Board, its main purpose is to review and approve proposals and facilities related to credit (except for DOSRI and material RPT accounts which are reviewed and endorsed for Board approval), approve remedial and/or recovery strategies of the Bank for identified problem loan accounts, and to work closely with the Risk Oversight Committee (ROC) in managing the overall credit risk of the Bank.

II. Memberships

1. The Senior Credit Committee shall be composed of at least five (5) directors.

2. All members including the Chairman shall be nominated and appointed by the Board of Directors from among its members for a one (1) year term and can be replaced or removed by the Board of Directors anytime.

3. An independent director designated as a member of the Senior Credit Committee and concurrently also a member of another board level committee with independent oversight or control such as Audit, Risk Oversight, Corporate Governance and RPT, shall have no voting right.

4. The composition and functions of the Senior Credit Committee shall be reviewed by the Board of Directors on an annual basis.

III. Meetings

1. The Senior Credit Committee shall meet at least once a month or as the need arises as determined by the Chairperson.

2. The Chairperson or a majority of the members of the Senior Credit Committee may call a special meeting of the Committee.

3. The meeting can be held in person, or via remote communications as may be allowed by law.

4. All approvals of the Senior Credit Committee shall only be issued during its meetings.

However, in exceptional circumstances, such as when there is an urgent need for an approval without any required meeting, and only during instances in which the movant

expressly states the exceptional circumstance in which the approval is needed, and only when the movant expressly provides the justifications for which the exception shall be

applied, the approval may be secured via email provided to all members of the Senior Credit Committee and majority consent is secured from the voting members.

5. The Senior Credit Committee may invite in meetings from time to time the Legal Division Head to participate in the meetings in an advisory non-voting capacity and other Directors, Board Advisers or Management to participate as observers or resource persons.

6. A quorum shall be composed of three (3) voting members. Affirmative vote of a majority of the whole committee excluding the independent director with no voting right shall be

necessary in any case.

7. The Bank’s Corporate Secretary or Assistant Corporate Secretary shall provide assistance to the Committee in the preparation of the Agenda and Minutes of Meeting.

8. An agenda shall be prepared for each meeting and distributed at least four (4) days ahead of the meeting.

IV. Duties and Responsibilities

1. The Senior Credit Committee shall be responsible for approving or rejecting, recommending or ratifying credit proposals for new facilities and credit renewals beyond the approval authority of the Credit Committee, except for DOSRI and material RPT accounts which are reviewed and endorsed for Board approval.

2. The Senior Credit Committee shall confirm all approvals of remedial/recovery proposals by the President up to his authorized level. The Senior Credit Committee is authorized to approve P150 million to P5 billion. Amounts greater than P5 billion shall be elevated to the Board of Directors for approval, same with proposals which under existing rules and regulations require Board approval.

3. The Senior Credit Committee shall approve remedial management recovery strategies such as but not limited to restructuring and dacion-en-pago proposals for identified

problem loan accounts, within its authority as established by the Board of Directors. All restructuring proposals require the endorsement of the Chief Risk Officer or the Remedial Management Division Head as alternate. All remedial/recovery proposals should have already been deliberated and approved by the Credit Committee or the designated individual approving authority before elevation to the Senior Credit Committee.

4. Ensure that approved action plans represent the best interest of the Bank.

5. Perform other functions consistent with its charter as well as with the Bank’s Articles of Incorporation and By-Laws.

I. Purpose

1. The Nominations and Remuneration Committee shall review, evaluate qualifications and make recommendations regarding all persons nominated to the Board, key personnel and other appointments that require Board approval.

2. It shall assess the effectiveness of the Board’s processes and procedures in the election and replacement of directors.

3. It shall likewise establish a formal and transparent procedure for developing policy on remuneration of directors and officers to ensure that compensation is consistent with the Bank’s culture, strategy and the business environment in which the Bank operates, including the potential of directors and officers

II. Membership

1. The Nominations and Remuneration Committee shall be composed of at least three (3) members of the Board of Directors who shall all be non-executive directors, majority of whom shall be independent directors, including the chairperson.

2. All members including the Chairperson shall be appointed by the Board from among its members for one (1) year term and can also be replaced or removed by the Board anytime.

III. Duties and Responsibilities
The Nominations and Remuneration Committee shall:

1. Define the general profile of the Board members that the Bank may need, ensuring that the nominees have the appropriate knowledge, competencies and expertise/experience that will complement the existing skills of the Board. Moreover, it shall endeavor that board diversity is maintained such that difference in background, age, ethnicity, gender and other qualities are part of the criteria in the selection of board members.

2. Determine the nomination, election and replacement process for the Bank’s directors.

3. Review and evaluate the qualifications of all persons nominated to the Board, as well as those nominated to key positions and other positions requiring appointment by the Board of

4. Oversee the periodic performance evaluation of Board members and Executive Management, deciding whether or not a director or executive is able to and has been adequately carrying out his/her duties as director or executive based on its own assessment or the assessment of external facilitators, bearing in mind the director’s or executive’s contribution, potential and performance (e.g., competence, candor, attendance, preparedness and participation).

5. Recommend assignment to Board committees and engage in succession planning for Board members and Executive Management. The program should include a system of identifying and developing potential successors.

6. Recommend a formal and transparent procedure for developing a policy on remuneration of directors and officers that is consistent with the Corporation’s culture, strategy, the business environment in which it operates, and commensurate with corporate and individual performance and potential. The Committee shall monitor and review the remuneration and other incentives policy including plans, policies and outcomes at least annually. The Committee shall also work closely with the Bank’s Risk Oversight Committee in evaluating the incentives created by the remuneration system.

7. Approve all material employment actions and movements of Senior Officers, including hiring, re-appointment, dismissal, promotion, and compensation actions, in accordance with the approved matrix, as a Nominations and Remuneration Committee or through duly authorized delegations/representatives:

a. All hiring and appointment of officers at Vice President (VP) level and higher shall require approval of the Nominations and Remuneration Committee, and the Board of Directors. Prior to endorsement to the Committee and the Board, the following management approvals shall be secured based on rank:

i. Vice President (VP) and First Vice President (FVP)

• Segment Head; and
• Chief People Officer (CPO)

ii. Senior Vice President and above

• Segment Head;
• Chief People Officer (CPO); and
• President

b. Movements involving officers at the Vice President (VP) and First Vice President (FVP) levels shall be approved by the respective Segment Head and the Chief People Officer (CPO). A consolidated quarterly report of such movements shall be submitted to the President, the Nominations and Remuneration Committee, and the Board of Directors for notation (except for the following, regardless of rank: Heads of Internal Audit, Risk Management, Compliance, and Trust Officer)
c. All employment movements at the Senior Vice President (SVP) level and higher shall be subject to approval by the Segment Head, the Chief People Officer (CPO), the President, the Nomination and Remuneration Committee, and the Board of Directors.
The foregoing being a delegated power, the Committee shall review and/or may rescind previous decisions at any time should valid reasons warrant such action.

8. Hold members of Executive Management accountable for their actions and enumerate the possible consequences if those actions are not aligned with the Board of Directors’ performance expectations. These expectations shall include adherence to the Bank’s values, risk appetite, risk culture and required behavior under all circumstances.

9. Meet with Executive Management to engage in discussions, question and critically review the reports and information provided by the latter.

10. Ensure that the SBC Retirement Fund is fully funded or the corresponding liability appropriately recognized in the books of the Bank at all times, and that all transactions involving the pension fund are conducted at arm’s length terms.

11. Oversee the management of the People Empowerment Committee and SBC Retirement Committee.

12. Ensure that personnel’s expertise and knowledge remain relevant by providing regular training opportunities as part of a professional development program to enhance their competencies and stay abreast of developments relevant to their areas of responsibilities.

• PURPOSE
  • Transformation and Technology Committee shall oversee the development and implementation of strategy, transformation, innovation and information technology initiatives of the Bank and its subsidiaries and affiliates, in support of the Group’s vision,
    mission and strategic objectives.
• MEMBERSHIP
  • The Committee shall be composed of at least three (3) members of the Board of Directors (including at least one Non-Executive Director), the Head of Enterprise Technology and Operations, Chief Financial Officer and the President/CEO.
  • All members including the Chairman shall be appointed by the Board for a one-year term and may also be replaced or removed by the Board anytime.
  • Advisory members support and inform the activities of the committee but have no voting or decision-making rights. Advisory members include:The IT Head of Planning and Governancea. The Chief Risk Officer
    b. The Chief Audit Executive
    c. The Chief Compliance Officer
    d. The Head of Human Capital Management
    e. Other Representatives from the management that are required based on the TTC agenda.
• MEETINGS
  • The Transformation and Technology Committee shall meet at least quarterly. Additional meetings may be suggested and voted on by the members
  • The meeting can be held in person or via remote communication as may be allowed by law.
  • The Committee may invite other Directors, Board Advisers or Management to participate in meetings from time to time.
  • A quorum shall comprise a majority of the members. Members may designate official representatives to attend and vote on their behalf in case of absence.
  • An agenda shall be prepared for each meeting and shall be distributed two (2) days in advance of the meeting in accordance with best practice.
  • The Committee shall provide a summary of the actions taken at each Committee meeting, which shall be presented to the Board at the next Board meeting.
  • The Committee shall appoint a TTC Secretariat who will organize the meeting schedule and agenda, and release and keep all meeting records and minutes.
  • If the Chair is absent from a scheduled meeting, the members present shall designate an acting Chair for the meeting.
• DUTIES AND RESPONSIBILITIES
  • The Technology Execution Excellence Committee shall:
    • Advise the Bank in all major strategy, transformation, and information technology initiatives in terms of strategy, culture, process, leadership, technology, and structure.
    • Oversee the strategic transformation, and technology initiatives, including:
      • Recommending for Board approval the Bank’s Strategy and Transformation Roadmap
      • Recommending for Board approval the Bank’s Information technology Architecture and
        Strategic Plan
      • Reviewing proposed strategic, transformation and information technology initiatives and projects for risk, value, potential returns, and support of the Bank’s strategic plans.
      • Endorse Major Expenditure Proposals (MEP) related to strategic programs and projects to the Executive Committee (ExCom) and Board.
      • Monitoring the implementation and execution of various strategic, transformation and information technology initiatives and projects across the Bank based on goals, cost and benefits defined in the MEP and the SMART goals (Specific, Measurable, Achievable, Relevant, Time-Bound). Scope of programs governed in TTC will be deemed strategic as per classification/definition approved by TTC.
    • Review and approve IT policies.
    • Ensure that a review of IT procedures and standards is performed at least on an annual basis.
    • Report to the Board on the IT performance, status of Strategic projects and associated risks, and other significant issues.
    • Appoint members of the Senior Management Team, who will be part of the “Enterprise Control Board (ECB)” that will ensure alignment of the IT projects with the Bank’s Strategic Plan. The TTC shall review and approve the ECB Charter on an annual basis.