Board Committees

Security Bank Corporation is committed to the practice of transparency and good corporate governance principles. The Group is in full compliance with the provisions of the Board-approved Code of Corporate Governance and ensures that the bank consistently conducts its affairs with a high degree of integrity.

The Board of Directors

The Board is responsible for the long-term success of the Bank and its sustained competitiveness and profitability. Compliance with the principles of good governance starts with the Board of Directors. The right strategy, executed well, translates to the enhancement of long term shareholder value. The Board oversees management in the development and implementation of strategies.

Board Charter 2019

The Board Committees

To oversee the implementation and execution of the bank’s strategies, Security Bank Corporation has 10 Board committees.

  • Executive Committee
  • Audit Committee
  • Risk Oversight Committee
  • Corporate Governance Committee
  • Restructuring Committee
  • Trust Committee
  • Finance Committee
  • Related Party Transactions Committee
  • Nominations and Remuneration Committee
  • Transformation Committee
  • Technology Execution Excellence Committee

The Board of Directors, in its meeting held on April 30, 2019 approved the organization and appointment of the Board Committee Members.

Executive Committee

– Highest credit decision-making body in the Unibank; reviews proposals and transactions related to credit and the sale of ROPA; works closely with Risk Oversight Committee in managing the overall credit risk of the Unibank.

Composition
Chairman: Alfonso L. Salcedo, Jr.
Vice Chairman Cirilo P. Noel
Members: Philip T. Ang (non-voting)
Cirilo P. Noel
Alberto S. Villarosa
Sanjiv Vohra
Alternate: Anastasia Y. Dy
Adviser: Rafael F. Simpao, Jr.
Full Year 2018 Attendance
No. of Meetings Attended %
Chairman Rafael F. Simpao, Jr. 48 92%
Vice Chairman Alfonso L. Salcedo, Jr. 50 96%
Members Philip T. Ang 37 71%
Cirilo P. Noel* 23 64%
Alberto S. Villarosa 42 81%
Anastasia Y. Dy 5 100%
*Appointed as member in April 2018
Number of meetings in 2018: 52
Audit Committee

– Responsible for review of systems of internal control and management of risks, financial reporting process, internal and external audit process, and compliance with laws and regulations.

Chairman James JK Hung (Independent)
Vice Chairman Joseph R. Higdon (Independent)
Member Cirilo P. Noel
2018 Composition and Attendance
No. of Meetings Attended %
Chairman James JK Hung 6 67%
Vice Chairman Joseph R. Higdon 9 100%
Members Cirilo P. Noel* 6 75%
Rafael F. Simpao Jr. 2 100%
*Appointed as member in April 2018
Number of Meetings in 2018: 9
Risk Oversight Committee

– Responsible for the development and oversight of the Unibank’s risk management program.

Composition
Chairman Napoleon L. Nazareno (Independent)
Vice Chairman James JK Hung (Independent)
Members Joseph R. Higdon (Independent)
Jikyeong Kang (Independent)
Takahiro Onishi
Alfonso L. Salcedo, Jr.
Alberto S. Villarosa
2018 Composition and Attendance
No. of Meetings Attended %
Chairman Napoleon L. Nazareno* 11 85%
Vice Chairman Cirilo P. Noel* 11 85%
Members James J.K. Hung 7 78%
Ramon R. Jimenez, Jr. 10 77%
Jikyeong Kang 8 89%
Rafael F. Simpao, Jr. 12 92%
Takahiro Onishi 13 100%
*Appointed as member in April 2018
Number of meetings in 2018: 13
Corporate Governance Committee

– Responsible for oversight over the Compliance function.

Composition
Chairman: Jikyeong Kang (Independent)
Vice Chairman: Napoleon L. Nazareno (Independent)
Members: Joseph R. Higdon (Independent)
Masaaki Suzuki
Anastasia Y. Dy
2018 Composition and Attendance
No. of Meetings Attended %
Chairperson Jikyeong Kang* 10 83%
Vice Chairman Napoleon L. Nazareno* 10 83%
Members Anastasia Y. Dy* 10 100%
Joseph R. Higdon 10 83%
Atsushi Murakami** 6 67%
Philip T. Ang** 7 100%
Takayoshi Futae*** 3 100%
Alberto S. Villarosa*** 2 100%
*Appointed as member vice Mr. Alberto S. Villarosa in March 2018
**Appointed as member vice Mr. Takayoshi Futae in May 2018
***Replaced as member
Number of meetings in 2018: 12
Restructuring Committee

– Approves remedial and/or recovery strategies of the Bank for identified problem loan accounts.

Composition
Chairman Alfonso L. Salcedo, Jr.
Members Alberto S. Villarosa
Sanjiv Vohra
2018 Composition and Attendance
No. of Meetings Attended %
Chairman Rafael F. Simpao, Jr 3 100%
Members Alfonso L. Salcedo, Jr. 2 67%
Alberto S. Villarosa 2 67%
Number of meetings in 2018: 3
Trust Committee

– Ensures that funds and properties held in trust or in any fiduciary capacity shall be administered with the skill, care, prudence and diligence necessary under the circumstances then prevailing that a prudent man, acting in like capacity and familiar matters, would exercise in the conduct of an enterprise of like character and with similar aims.

Composition
Chairman Diana P. Aguilar
Vice Chairman Philip T. Ang (Independent)
Members Sanjiv Vohra
Alfonso L. Salcedo, Jr.
Maricar R. Lopez (Trust Officer)
2018 Composition and Attendance
No. of Meetings Attended %
Chairman Diana P. Aguilar 4 80%
Vice Chairman Ramon R. Jimenez, Jr. 4 80%
Members Alberto S. Villarosa 3 60%
Alfonso L. Salcedo, Jr. 4 80%
Ma. Carmencita R. Lopez 4 800%
Number of Meetings in 2018: 5
Related Party Transaction Committee

– Responsible in the oversight of the financial management of the group, including capital and liquidity management, reviewing financial performance ensuring that it is compliance with regulatory requirements.

Composition
Chairman Joselito E. Mape
Members Anastasia Y. Dy
Raul Martin A. Pedro
Sanjiv Vohra
Alberto S. Villarosa
2018 Composition and Attendance
No. of Meetings Attended %
Chairman Joselito E. Mape 5 100%
Vice Chairman Anastasia Y. Dy 5 50%
Members Alfonso L. Salcedo Jr. 5 100%
Alberto S. Villarosa 5 100%
Raul Martin A. Pedro 5 100%
Number of meetings in 2018: 5
Finance Committee

– Responsible in the oversight of the financial management of the group, including capital and liquidity management, reviewing financial performance ensuring that it is compliance with regulatory requirements.

Composition
Chairman Joselito E. Mape
Members Anastasia Y. Dy
Raul Martin A. Pedro
Sanjiv Vohra
Alberto S. Villarosa
2018 Composition and Attendance
No. of Meetings Attended %
Chairman Joselito E. Mape 5 100%
Vice Chairman Anastasia Y. Dy 5 50%
Members Alfonso L. Salcedo Jr. 5 100%
Alberto S. Villarosa 5 100%
Raul Martin A. Pedro 5 100%
Number of meetings in 2018: 5
Nominations and Renumerations Committee

– Oversight over Board nominees and other appointments requiring Board approval, as well as their remuneration commensurate with corporate and individual performance.

Composition
Chairman: Philip T. Ang (Independent)
Vice Chairman: James JK Hung (Independent)
Members: Joseph R. Higdon (Independent)
Anastasia Y. Dy
Alberto S. Villarosa
2018 Composition and Attendance
Chairman Philip T. Ang 11 92%
Vice Chairman James J.K. Hung 12 100%
Members Anastasia Y. Dy* 8 100%
Joseph R. Higdon 11 92%
Alberto S. Villarosa 12 100%
Paul Y. Ung 1 100%
*Appointed as member in April 2018 vice Mr. Paul Y. Ung
Number of meetings in 2017 : 11

Please click here to download Security Bank’s Nominations and Voting Process.

Transformation Committee
Composition
Chairman Anastasia Y. Dy
Vice Chairman: Jikyeong Kang (Independent)
Members Alberto S. Villarosa
Cirilo P. Noel
Sanjiv Vohra
Tina M. Stockdale (Chief Transformation Officer, non-voting)
2018 Composition and Attendance
Chairman Anastasia Y. Dy 3 100%
Vice Chairman Jikyeong Kang 0 0%
Members Alberto S. Villarosa 2 67%
Cirilo P. Noel* 2 100%
Tina M. Stockdale 3 100%
*Appointed as member in April 2018
Number of meetings in 2018: 3
Technology Execution Excellence Committee

– responsible in overseeing effective, cost-efficient application of information technologies and related human capital resources to support the strategic goals and the needs of the Bank.

Composition
Chairman Sanjiv Vohra
Vice Chairman: Tina Marie Stockdale
Members Alberto S. Villarosa
Anton Khlon
Diana P. Aguilar
Napoleon L. Nazareno (Independent)

Board Committee Charters

Audit Committee Charter
  1. PURPOSE
    1. 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:
        1. Integrity of the Bank’s financial statements;
        2. Bank’s internal control system including financial reporting process, information technology, governance and management of risks;
        3. The Bank’s process in monitoring compliance with applicable laws, rules and regulations, internal policies and its own code of business conduct; and
        4. Conduct of operations and safeguarding and effective use of assets.
      2. Perform oversight function over the following:
        1. Internal audit function and independence of auditors;
        2. Internal audit service provider (if any) and its independence; and
        3. External audit function and external auditor’s qualifications, independence and performance.
      3. Fulfilment of other responsibilities included in this document (Charter).
    2. 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 CAE and other sub-committees;
      6. Enter into service level agreements with the Audit Committees 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.
  2. MEMBERSHIP
    1. The Committee shall be composed of at least three (3) members of the Board who are non-executive directors, two (2) of whom shall be independent directors, including the Chairman, preferably with accounting, auditing and finance expertise or experience.
    2. The Chief Executive Officer, Chief Financial Officer, and/or Treasurer, or officers holding equivalent positions shall not be appointed as members of the Committee.
    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.
    4. The Chairman should not be the chairman of the Board or of any other committees.
    5. Each Committee member should have an understanding of the detailed responsibilities of committee membership.
    6. The Secretary of the Committee shall be the Chief Audit Executive or any person appointed by the Committee. The Secretary shall be responsible in managing the activities of the Committee particularly in coordinating the Committee meetings, preparing the minutes of meetings and safekeeping of records of the Committee.
  3. DUTIES AND RESPONSIBILITIES
    The Committee shall have the following duties and responsibilities:

    1. 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 regards to the overall assessment of the Bank’s internal control system.
    2. Financial Statements
      1. Review and approve for endorsement the interim and annual audited financial statements and reports prior to submission to the Board, with particular focus on the following matters:
        1. Significant accounting and reporting issues;
        2. Any change/s in accounting policies and practices;
        3. Major judgemental areas;
        4. Significant adjustments resulting from the audit;
        5. Going concern assumptions;
        6. Compliance with accounting standards/financial reporting regulation;
        7. Compliance with tax, legal and regulatory requirements;
        8. Unusual or complex transactions.
      2. Discuss the external auditor’s attestation and report on management’s internal control with regards to the following:
        1. All critical accounting principles and practices;
        2. 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
        3. Other material written communications between the external auditor and management including, but not limited to, the management letter, audit adjustments and other schedules.
    3. Internal Control
      1. Review and monitor the adequacy and effectiveness of the internal control system, including information technology, security and control.
      2. Ensure that there is an annual review of the effectiveness of the Bank’s internal controls, including financial, operational 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.
    4. Internal Audit and Internal Audit Service Provider
      1. Oversee the independence of Internal Audit Division by ensuring that the Chief Audit Executive functionally reports to the Committee and administratively to the President.
      2. Periodically review and approve the Internal Audit 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.
      4. Review and concur in the appointment, re-appointment, replacement, or dismissal of CAE.
      5. Report to the Board the annual performance appraisal of the CAE.
      6. Recommend for approval of the Board the annual remuneration of the CAE and key internal auditors. For purposes of this Charter, key internal auditors refer to the Department Heads.
      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 final audit reports and ensure that management is taking necessary corrective actions in a timely manner to address the weaknesses, non-compliance with policies, laws and regulations and other issues identified by the auditors.
      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 Division has a Quality Assurance and Improvement Program.
      15. Ensure that Internal Audit Division 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 Division’s action plans to address any recommendations.
      17. Evaluate, review and approve outsourcing needs (if any) of the Internal Audit Division to ensure that it achieves its internal audit plan.
      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.
Corporate Governance Committee Charter
  1. PURPOSE
    1. The Corporate Governance Committee shall assist the 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.
  2. 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 Chairman.
    2. 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.
  3. DUTIES AND RESPONSIBILITIES The Corporate Governance Committee shall:
    1. Define appropriate governance principles, guidelines and structure and ensure the Board’s effectiveness and their due observance.
    2. 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.
    3. Oversee 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, including 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.
    4. Oversee and present recommendations to the Board regarding the continuing education program for directors.
    5. Ensure that directors are able to commit to effectively discharge their responsibilities and that directors with multiple board seats are able to devote sufficient time to fulfill their duties.
    6. 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.
Executive Committee Charter
  1. PURPOSE
    1. The Executive Committee is the highest credit decision-making body in the Bank after the Board of Directors.
    2. It shall also have, and may exercise, the authority of the Board of Directors as delegated by the Board and as may be allowed by law.
    3. 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) and to work closely with the Risk Oversight Committee (ROC) in managing the overall credit risk of the Bank.
  2. MEMBERSHIP
    1. The Executive Committee shall be composed of at least five (5) directors and alternate members in accordance with the By-laws of the Bank.
    2. The members of the Executive Committee shall be nominated and appointed by the Board for one-year terms.
    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.
    4. The composition and functions of the Executive Committee shall be reviewed by the Board on an annual basis.
  3. DUTIES AND RESPONSIBILITIES
    The Executive Committee shall:

    1. 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. Have and may exercise the authority of the Board of Directors as delegated by the Board and as may be allowed by law.
Nomination and Remuneration Committee Charter
  1. 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.
  2. 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 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.
  3. 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 Directors.
    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 the hiring, re-appointment, dismissal, promotion, profit sharing and merit increases of all Vice Presidents and higher as a Committee or through assigned representatives of the Committee.
    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.
    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.
Restructuring Committee Charter
  1. PURPOSE
    1. The Restructuring Committee approves remedial and/or recovery strategies of the Bank for identified problem loan accounts.
  2. MEMBERSHIP
    1. The Restructuring Committee shall be composed of three (3) members of the Board of Directors, all appointed by the Board.
    2. 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.
  3. DUTIES AND RESPONSIBILITIES
    The Restructuring Committee shall:

    1. 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.
    2. Ensure that approved action plans represent the best interest of the Bank.
    3. Perform other functions consistent with its charter as well as with the Bank’s Articles of Incorporation and By-Laws.
Risk Oversight Committee Charter
  1. PURPOSE
    1. 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.
    2. The ROC shall also:
      1. 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.
      2. Approve and oversee adherence to the risk appetite statement (RAS), risk policy and risk limits.
      3. Oversee the development of, approve, and oversee the implementation of policies and procedures relating to the management of risks throughout the group.
      4. 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.
  2. MEMBERSHIP
    1. 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.
    2. The ROC’s chairperson shall not be the chairperson of the board of directors, or any other board-level committee.
    3. 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.
    4. 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.
    5. 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.
  3. DUTIES AND RESPONSIBILITIES
    1. 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.
    2. The ROC shall:
      1. Oversee the risk management framework.
        1. 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.
        2. It shall review reports of significant risk issues identified by management and ensure that said risks are promptly assessed, mitigated or corrected, and monitored.
        3. It shall ensure that there is periodic review of the effectiveness of the risk management systems, contingency plans and recovery plans.
      2. Oversee adherence to the risk appetite.
        1. 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.
        2. 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.
      3. Oversee the risk management function.
        1. The ROC shall ensure that the risk management function has adequate staff and resources and carry out their responsibilities independently, objectively and effectively.
        2. The Committee shall be responsible for the appointment/selection, remuneration, and dismissal of the Chief Risk Officer (CRO).
        3. It shall ensure that the risk management function has adequate resources and effectively oversees the risk-taking activities of the group.
    3. For Capital Management matters, the Risk Oversight Committee shall:
      1. Review and approve policies and where applicable, implementing guidelines as recommended for capital oversight purposes.
      2. Ensure the proper and consistent implementation of any Board approved Capital plan.
    4. For Outsourcing matters, the Risk Oversight Committee shall:
      1. Oversee the Outsourcing Committee1 in its role of managing and reviewing outsourcing contracts with third party providers.
      2. Approve policies recommended by the Outsourcing Committee to ensure effective management of risks arising from outsourced activities.
    5. For oversight of the Bank’s Fiduciary and Subsidiaries’ Risk Management:
      1. The ROC shall exercise risk management oversight of Trust and the Bank’s subsidiaries.
      2. Provided, that this shall be done in coordination with and reported to the respective board of directors of the subsidiaries.
      3. Provided, further, that the respective board of directors of the subsidiaries, shall remain ultimately responsible for the management of risk exposures.
Trust Committee Charter
  1. PURPOSE
    1. 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.
  2. MEMBERSHIP
    1. The TrustCom shall be composed of at least five (5) members to include:
      1. The President or any Senior Officer of the Bank;
      2. The Trust Officer; and
      3. The remaining Committee members, including the Chairperson , shall be:
        1. Non-Executive Directors or Independent Directors, as defined under Subsection X141.1 and X141.2 of the BSP MORB, who are both not part of the Audit Committee; or
        2. Those considered as qualified “Independent Professionals.”
          A qualified “Independent Professional” shall refer to a person who:

          1. Is not a Director/Officer/Employee of the Bank during the last twelve (12) months counted from the date of committee membership;
          2. 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;
          3. 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. The TrustCom Chairman/Chairperson shall be appointed by the BOD and shall remain Chairman until such time the BOD shall appoint another Director to chair the TrustCom.
    3. The TrustCom Vice Chairperson shall also be appointed by the BOD and shall remain Vice Chairperson until such time the BOD shall appoint another Director as Vice Chairperson. In the absence of the Chairman/Chairperson, the Vice Chairperson becomes the Chairperson.
    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:
      1. At least one (1) year of actual experience in trust, other fiduciary business, or investment management activities;
      2. At least three (3) years of professional experience in a relevant field such as banking, finance, economics, law and risk management;
      3. Completion of at least ninety (90) training hours in trust, other fiduciary business, or investment management activities acceptable to the BSP; or
      4. 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
      1. 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.
      2. In case however, that the TrustCom shall be composed of more than five (5) members, majority shall be composed of qualified non-executive members.
      3. No member of the Bank’s Audit Committee shall be concurrently designated as a member of the TrustCom.
  3. 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, oversee and evaluate the performance of the Trust Officer;
    6. Conduct regular meetings at least once every quarter, or more frequently as necessary, depending on the size and complexity of the fiduciary business; and
    7. Report regularly to the BOD on matter arising from SBC TAMG’s activities.
RPT Committee Charter
  1. 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:
      1. Adoption and proper implementation of a group-wide RPT policy, encompassing all entities within the SBC Group, which shall:
        1. Take into account their size, structure, risk profile and complexity of operations;
        2. Identify, prevent or manage potential or actual conflicts of interest, which may arise;
        3. Set materiality threshold and excluded transactions;
        4. Set internal limits for individual and aggregate exposures;
        5. Implement effective whistleblowing mechanisms as provided in the Bank’s Code of Discipline for Employees and Board;
        6. Include measures to restitute losses and other remedies for abusive RPTs
      2. Formulation and appropriate implementation of clear 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.
      3. Establishment of an effective system to:
        1. Determine, identify and monitor related parties and RPTs;
        2. Continuously review and evaluate existing relationships between and among businesses and counterparties;
        3. 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 the overarching 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.
      4. Overseeing the integrity, independence and effectiveness of the policies and procedures for whistleblowing; and ensure that senior management addresses legitimate issues on RPT that are raised including the protection of the whistleblower from detrimental treatment and reprisal.
      5. Ensuring that adequate capital against risks associated with exposures to related parties is maintain. 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.
  2. 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 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.
    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.
  3. 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:
      1. The related party’s relationship to the company and interest in the transaction;
      2. The material facts of the proposed RPT, including the proposed aggregate value of such transaction;
      3. The benefits to the corporation of the proposed RPT;
      4. The availability of other sources of comparable products or services; and
      5. 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.
Finance Committee Charter
  1. PURPOSE
    1. The Finance Committee oversees the financial, liquidity and capital management of Security Bank Corporation and its subsidiaries and affiliates.
  2. MEMBERSHIP
    1. The Finance Committee shall be composed of at least three (3) Directors, the Chief Financial Officer (CFO) and the Treasurer.
    2. All members including the Chairman shall be appointed by the Board for one (1) year term and can also be replaced or removed by the Board anytime.
  3. DUTIES AND RESPONSIBILITIES
    The Finance Committee shall:

    1. Oversee the financial management of Security Bank Corporation (“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 accounting standards, regulatory reporting and regulatory limits with respect to capital, liquidity ratios and other measures as may be required by the relevant regulatory agencies.
      1. The Committee shall also provide financial strategic direction to achieve the Group’s objective regarding investments, derivative activities, balance sheet hedging activities, interest rate and foreign exchange rate risk management.
    2. Oversee the liquidity management of the Group by providing strategic direction with regard to the Group’s liquidity position, including issuance of short and long-term debt, as well as, generation of short and long-term financial assets.
    3. Oversee the capital management of the Group by:
      1. Providing strategic direction with respect to the Bank’s allocation of capital vis-à-vis the capital requirements of the different business segments;
      2. Developing processes for assessing the Bank’s capital adequacy relative to its risk profile and understanding capital requirements as scenarios vary or become stressed;
      3. Leading discussions in Senior Management meetings on the adequacy of capital, and recommended action plans to manage and maintain the level of capital;
      4. Developing contingency capital measures to address scenarios when additional capital will be required;
      5. Recommending changes to the dividend policy, if warranted;
      6. Ensuring that capital is raised in a timely manner; and
      7. Informing the Board of Directors of the impact of the Bank’s activities on capital.
      8. Reviewing and approving the Bank’s ICAAP, including the recovery plan and the annual internal capital target levels.
    4. Approve the sale of ROPOA as recommended by the Acquired Assets Committee for amounts P20 million and above through two designated Finance Committee Members.
Transformation Committee Charter
  1. PURPOSE
    1. The Transformation Committee shall oversee the development and implementation of the transformation and innovation initiatives of the Bank and its subsidiaries and affiliates, in support of the Bank’s vision, mission and strategic objectives.
  2. MEMBERSHIP
    1. The Committee shall be composed of at least three (3) members of the Board of Directors.
    2. 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.
  3. DUTIES AND RESPONSIBILITIES
    The Transformation Committee shall:

    1. Lead the Bank in all major Transformation initiatives in terms of strategy, culture, process, leadership, technology and structure.
    2. Oversee the transformation function, including:
      1. Recommending for Board approval the Bank’s Transformation Roadmap.
      2. Monitoring and ensuring the delivery of the various Transformation initiatives and projects across the Bank.
      3. The appointment, evaluation, remuneration and dismissal of the Chief Transformation Officer.
Technology Execution Excellence Committee
  1. PURPOSE
    1. The Technology Execution Excellence Committee (TEEC) shall be responsible in overseeing effective, cost-efficient application of information technologies and related human capital resources to support the strategic goals and the needs of the Bank.
  2. MEMBERSHIP
    1. Full members with voting and decision-making rights include:
      1. The President who serves as the Committee Chairman
      2. The Chief Transformation Officer (CTO) who serves as the Vice Chairman
      3. The Chief Information Officer (CIO) who serves as the Committee Secretary
      4. Two Non-Executive Board Directors (overseeing the IT function of the organization)
    2. Advisory members support and inform the activities of the committee but have no voting or decision-making rights. Advisory members include:
      1. The IT Head of Planning and Governance
      2. The IT Head of Solutions Delivery (Chief Technology Officer)
      3. The Chief Finance Officer (CFO)
      4. The Head of the Retail Banking Segment
      5. The Head of the Wholesale Banking Segment
      6. The Head of the Treasury Group
      7. The Chief Risk Officer
      8. The Chief Audit Executive
      9. The Chief Compliance Officer
  3. DUTIES AND RESPONSIBILITIES
    1. The Technology Execution Excellence Committee shall:
      1. Participate in the annual organizational goal-setting and planning process;
      2. Review and endorse for Board approval the IT strategic plan;
      3. Review initiatives for value, potential returns and support of the Bank’s strategic plans;
      4. Ensure that all Enterprise Projects currently in execution are well-optimized for the use of IT staff, and for the potential value and benefits;
      5. Review and participate in partner selection for strategic IT projects;
      6. Review, approve and monitor, at least annually, all IT policies, procedures, guidelines and standards that will have enterprise impact;
      7. Report to the Board IT performance, status of Enterprise Projects and associated risks, and projects with significant issues;
      8. Review and monitor incidents and problem management.
    2. The TEEC has a continuing relationship with the head of the business strategy function:
      1. The business strategy function provides current and change information to the TEEC concerning the goals, direction and strategy of the organization
      2. The business strategy function continually assesses the type and scale of contributions by IT initiatives that are linked to specific organizational goals
      3. The TEEC provides the business strategy function with continuing information about the state of linked IT initiatives.
    3. As a part of the overall set of organizational governance policies, the TEEC will prioritize and approve new Enterprise Projects and Business Projects whose budget is above the approval authority of the business segment. In addition, the committee will exercise oversight on all currently executing Enterprise Projects.
    4. The TEEC has a continuing relationship with the head of the business strategy function:
      1. The policies drafted by the Technology Execution Excellence Committee cannot conflict with published organizational governance policies.
      2. The organizational governance function has the right of review for all policies of the committee.

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