Governance Structure

Teresita T. Sy

Chairperson/Non-Executive Director

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Nestor V. Tan

President and Chief Executive Officer/Executive Director

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Dioscoro I. Ramos

Lead Independent Director

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George T. Barcelon

Independent Director

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Estela P. Bernabe

Independent Director

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Vipul Bhagat

Independent Director

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Jones M. Castro, Jr.

Non-Executive Director

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Franklin M. Drilon

Independent Director

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Vicente S. Pérez, Jr.

Independent Director

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Josefina N. Tan

Non-Executive Director

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Walter C. Wassmer

Non-Executive Director

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Christopher A. Bell-Knight

Jose F. Buenaventura

Corazon S. de la Paz-Bernardo

Jose T. Sio

Harley T. Sy

The Board has established nine (9) committees to help in discharging its duties and responsibilities. These committees derive their authority from and report directly to the Board. Their mandates and scopes of responsibility are set forth in their respective Terms of Reference, which are subjected to annual review and may be updated or changed in order to meet the Board’s needs or for regulatory compliance.

Chairperson:

  • Teresita T. Sy
    Non-Executive Director
   

Members:

  • Josefina N. Tan
    Non-Executive Director
  • Nestor V. Tan
    Executive Director
  • Walter C. Wassmer
    Non-Executive Director
  • Mario B. Palou
    Senior Credit Executive
  • Edmundo S. Soriano
    Senior Credit Executive
  • Cecilia Luz L. Tan
    Senior Credit Executive
     

Functions:

  • Exercises the power of the Board in the management and direction of the affairs of the Bank. 
  • Acts as the main approving body for loans, credits, advances or commitments and property-related proposals. 
  • Reviews and recommends for Board approval major credit policies, including delegation of credit approval limits.
  • Exercises oversight over the Bank's sustainability program.

Terms of Reference of Executive Committee

Chairperson:

  • Vicente S. Pérez, Jr.
    Independent Director
   

Members:

  • Vipul Bhagat
    Independent Director
  • Jones M. Castro, Jr.
    Non-Executive Director
 

Advisors:

  • Estela P. Bernabe
  • Jose F. Buenaventura
  • Corazon S. de la Paz-Bernardo
  • Christopher A. Bell-Knight
   

Functions:

  • Empowered by the Board to oversee the financial reporting process, internal control and risk management systems, internal and external audit functions, and compliance with applicable laws and regulations.

Their oversight function covers the following areas:

  • On financial reporting, the committee reviews the integrity of the reporting process to ensure the accuracy and reliability of financial statements and compliance with financial reporting standards and disclosure requirements set for publicly listed companies. 
  • On internal control and risk management, it monitors and evaluates the adequacy, soundness and effectiveness of the Bank’s established internal control and risk management systems, policies and procedures including implementation across all units of the Bank to provide reasonable assurance against fraud or other irregularities and material misstatement or loss. 
  • On internal and external audit, it recommends the appointment, reappointment, and removal of the internal and external auditors, remuneration, approval of terms of audit engagement and payment of fees. It reviews non-audit work of external auditors, if any, ensuring that it would not conflict with their duties or may pose a threat to their independence. It approves the annual audit plan and reviews audit results focusing on significant findings with financial impact and its resolution. It reviews the implementation of corrective actions to ensure that these are done in a timely manner to address deficiencies, non compliance with policies, laws and regulations. Annually, it evaluates the performance of the Chief Internal Auditor and internal and external audit functions. 
  • On compliance, it recommends the approval of the Compliance Charter and reviews annually the performance of the Chief Compliance Officer and the compliance function. It also reviews the annual plans of the Compliance Group including the Anti-Money Laundering Department (AMLD), and evaluates the effectiveness of the regulatory compliance framework of the Bank to ensure that these are consistently applied and observed throughout the institution. It reviews the report of examination of the Bangko Sentral ng Pilipinas and other regulators including replies to such reports for endorsement to the Board for approval.

Terms of Reference of Board Audit Committee

Chairperson:

  • Estela P. Bernabe
    Independent Director
   

Members:

  • George T. Barcelon
    Independent Director
  • Vipul Bhagat
    Independent Director
  • Vicente S. Pérez, Jr.
    Independent Director

Advisor:

  • Jones M. Castro, Jr.

Functions:

  • Primarily tasked to assist the Board in formulating the governance policies and overseeing the implementation of the governance practices of the Bank as well as its subsidiaries and affiliates. 
  • Annually, it also oversees the performance evaluation of the Board of Directors, its committees, executive management, peer evaluation of directors, and conducts a self-evaluation of its performance. It provides an assessment of the outcome and reports to the Board the final results of the evaluation including recommendations for improvement and areas to focus on to enhance effectiveness. 
  • Oversees the continuing education program for directors and key officers and proposes relevant training for them. 
  • Oversees the Sustainability initiatives of the Bank, particularly key processes, standards and strategies designed to manage environmental and social impact and governance.

Terms of Reference of CG Committee

Chairperson:

  • Dioscoro I. Ramos
    Lead Independent Director
 

Members:

  • Josefina N. Tan
    Non-Executive Director
  • Nestor V. Tan
    Executive Director
  • Walter C. Wassmer
    Non-Executive Director
  • Rafael G. Ayuste, Jr.
    Trust Officer
 
 

Advisors:

  • Christopher A. Bell-Knight
  • Noel L. Andrada

Functions:

  • Reviews and recommends for the approval of the Board the Trust and Investment Group’s overall budget, strategies to meet budget including assets under its management, and industry position. 
  • Reviews the Group’s overall performance, profile of funds and assets under its management, industry position, and the risk management reports. 
  • Approves offering of new products and services, establishment and renewal of lines and limits with financial institutions, and investment outlets and counterparties. 
  • Reviews and approves transactions between trust and fiduciary accounts, accepts and closes trust and other fiduciary accounts, and approves the investment, reinvestment and disposition of funds or property. 
  • Evaluates trust and other fiduciary accounts at least once a year.
  • Annually, it evaluates the performance of the Trust Officer.

Terms of Reference of Trust Committee

Chairperson:

  • Vipul Bhagat
    Independent Director
   

Members:

  • Dioscoro I. Ramos
    Lead Independent Director
  • Walter C. Wassmer
    Non-Executive Director

Advisors:

  • Christopher A. Bell-Knight
  • Jones M. Castro, Jr.
  • Nestor V. Tan

Functions:

  • Is responsible for the oversight of the enterprise risk management program of the Bank.
  • Is responsible for approving risk appetite levels, policies, and risk tolerance limits related to credit portfolio risk, market risk, liquidity risk, interest rate risk, operational risk (including business continuity risk, IT risk, information security risk, data privacy risk and social media risk), consumer protection risk, and environmental & social risk management, to ensure that current and emerging risk exposures are consistent with the Bank’s strategic direction and overall risk appetite. 
  • Oversees the implementation and review of the risk management plan, including the system of limits of discretionary authority delegated by the Board of Directors to management under its purview and ensures that immediate corrective actions are taken whenever limits are breached.  
  • Is responsible for approving the enterprise risk management framework and written risk management plan developed by management, defining the policies, limits, and strategies for managing and controlling the major risks of BDO, including Trust. 
  • Is responsible for ensuring that there is periodic review of the effectiveness of the risk management systems and recovery plans, and that corrective actions are promptly implemented to address risk management concerns. 
  • Is responsible for conducting regular discussions with management on the current and emerging risk exposures, based on regular management reports, and direct concerned units on how to reduce these risks. 
  • Is also responsible for the appointment/selection, remuneration, approval and assessment of interlocking positions held, performance evaluation, and dismissal of the Chief Risk Officer, and shall ensure that the risk management function has adequate resources and effectively oversees the risk-taking activities of the Bank. 
  • Works with the Board Audit Committee in certifying in the Annual Report the adequacy of the Bank’s risk management systems and controls.

Terms of Reference of Risk Mgt. Committee

Chairperson:

  • Estela P. Bernabe
    Independent Director

Members:

  • George T. Barcelon
    Independent Director
  • Vicente S. Pérez, Jr.
    Independent Director

Functions:

  • Leads the process of identifying candidates for election and appointment of Directors and all other positions requiring appointment of the Board of Directors, giving full consideration to succession planning and the leadership needs of the group. In particular, this process includes the profiling of the skills and competencies of the currently serving directors, the gaps in skills and competencies identified and the search for candidates who are aligned with the Bank’s directions to fill the gaps. It then makes appropriate recommendations to the Board. 
  • Makes recommendations to the Board on the composition and chairmanship of the various committees. 
  • Keeps under review the structure, size and composition of the Board, including the balance of skills, knowledge and experience and the independence of the Non-Executive Directors, and makes recommendations to the Board with regard to any changes. 
  • Reviews and approves the interlocking positions of Directors in other entities and ensure its compliance with the Bank’s Interlocking Policy.

Terms of Reference of Nominations Committee

Chairperson:

  • George T. Barcelon
    Independent Director
   

Members:

  • Dioscoro I. Ramos
    Lead Independent Director
  • Teresita T. Sy
    Non-Executive Director

Functions:

  • Provides oversight on directors’ compensation and remuneration of senior management and other key personnel, ensuring that the compensation scheme is consistent with the Bank’s culture and strategy, effectively aligned with prudent risk taking and commensurate with corporate and individual performance. 
  • Ensures consistency of the compensation policies and practices across the group.

Terms of Reference of Compensation Committee

Chairperson:

  • George T. Barcelon
    Independent Director
   

Members:

  • Dioscoro I. Ramos
    Lead Independent Director
  • Nestor V. Tan
    Executive Director
  • Frederic Mark S. Gomez
    Information Technology
    Group Head

Functions:

  • Provides oversight and governance over the Bank’s IT functions, including approvals of information technology related policies and practices of the Bank and applicable guidelines. 
  • Informs the Board of both internal and external IT-related developments and activities, potential challenges and risks, progress versus strategic objectives. 
  • Approves and endorses to the Board IT-related best practices, strategic plans, policies and procedures. 
  • Is responsible for understanding, managing and mitigating technology risks that confront the Bank and its subsidiaries, ensuring that the risks are properly managed and mitigated, and monitoring of IT performance including status of major IT projects and issues. 

Terms of Reference of IT Steering Committee

Chairperson:

  • Dioscoro I. Ramos
    Lead Independent Director

Members:

  • Vipul Bhagat
    Independent Director
  • Jones M. Castro, Jr.
    Non-Executive Director
 

Advisor:

  • Walter C. Wassmer

Functions:

  • Assists the Board in its oversight of the conduct of all Related Party Transactions (RPTs) to protect the interests of the Bank and its stakeholders.
  • Ensures proper disclosure of all approved RPTs in accordance with applicable legal and regulatory requirements and confirmation by majority vote at the Annual Stockholders’ meeting of the Bank’s significant transactions with related parties.

Terms of Reference of RPT Committee

Joseph Albert L. Gotuaco

Head, Central Operations

Rolando C. Tanchanco

Head, Consumer Banking

Lucy Co Dy

Comptroller & Head, Comptrollership

Eduardo V. Francisco

President, BDO Capital & Investment Corporation

Jerome C. Guevarra

Chief of Staff, Office of the President

Jesus Antonio S. Itchon

President, BDO Network Bank, Inc.

Maria Corazon A. Mallillin

Head, Branch Banking

Dalmacio D. Martin

Treasurer and Head, Treasury

Luis S. Reyes, Jr.

Head, Investor Relations and Corporate Planning

Charles M. Rodriguez

Head, Institutional Banking

Renato A. Vergel De Dios

President and CEO, BDO Life Assurance Company, Inc.

Evelyn L. Villanueva

Chief Risk Officer and Head, Risk Management

Albert S. Yeo

President, BDO Private Bank, Inc.

Rafael G. Ayuste, Jr.

Head, Trust and Investments

Geneva T. Gloria

Head of Remittance, Transaction Banking

Alvin C. Go

Assistant Corporate Secretary and Head, Legal Services

Marilyn K. Go

Deputy Treasurer

Frederic Mark S. Gomez

Head, Information Technology

Carlo B. Nazareno

Head of Cash Management Services, Transaction Banking

Estrellita V. Ong

Chief Internal Auditor and Head, Internal Audit

Evelyn C. Salagubang

Head, Human Resources

Ma. Theresa L. Tan

General Manager, BDO Insurance Brokers, Inc.

Federico P. Tancongco

Chief Compliance Officer and Head, Compliance

Edmundo L. Tan

Corporate Secretary

Sabino E. Acut, Jr.

Assistant Corporate Secretary