Corporate Governance
Manual on Corporate Governance
Revised Manual on Corporate Governance as of November 7, 2018
Revised Manual on Corporate Governance as of April 13, 2018
Revised Manual on Corporate Governance 2018
Revised Manual on Corporate Governance as of November 10, 2017
Manual on Corporate Governance 2017
Manual on Corporate Governance 2016
Manual on Corporate Governance 2015
Revised Manual on Corporate Governance as of June 16, 2014
Manual on Corporate Governance as of March 6, 2014
Certificate of Compliance with Manual on Corporate Governance
Code of Conduct and Business Ethics
Annual Corporate Governance Report
Board Committees and Membership
Board Committees
To assist the Board in discharging its roles and functions effectively, it delegates to six (6) Committees specific responsibilities based on clearly defined mandates as follows:
Executive Committee
Chairperson: | Nestor V. Tan | ||
Members: | Teresita T. Sy | ||
Roberto E. Lapid | |||
Walter C. Wassmer | |||
Antonio N. Cotoco |
The Board has empowered the Executive Committee to act on its behalf as the main approving body for Company exposures particularly approval/confirmation of credit proposals, investments, disposal of acquired assets and other projects or initiatives to enhance the Company’s operating and service delivery capabilities within the authority delegated by the Board.
The Committee met 50 times in 2014 with Ms. Teresita T. Sy attending 41 meetings, Mr. Roberto E. Lapid, 48 meetings, Mr. Nestor V. Tan, 35 meetings, Mr. Walter C. Wassmer, 49 meetings, and Mr. Antonio N. Cotoco, 41 meetings.
Audit Committee
Chairperson: | Ma. Leonora V. De Jesus (Independent Director) |
Members: | Jesse H.T. Andres (Independent Director) |
Jesus G. Tirona (Independent Director) |
The Audit Committee provides oversight of the internal and external audit functions and ensures both the independence from management of internal audit activities. It recommends the appointment and removal of external auditors, fixation of audit fee and approval of payment of fees for any other services rendered by the auditors. It oversees the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible and ensures compliance with regulations governing financial reporting. It reviews with management the financial statements before submission to the Board. It approves the annual audit plans of the internal and external auditors and reviews their reports of examination including that of wholly owned subsidiaries focusing on significant findings and their resolutions. It reviews and evaluates together with the external and internal auditors the system of internal and financial controls, governance processes and risk management policies as designed and implemented by senior management for adequacy, effectiveness and improvements. It also reviews the report of the Bangko Sentral ng Pilipinas (BSP) and tracks resolution of findings of BSP, External Auditors or Internal Auditors. Likewise, it monitors and reviews non-loan related cases and items in litigations. It also performs yearly assessment of its function to measure its own performance as well as assessment of the functions under its oversight, namely, Internal Audit, External Audit and Compliance. It has authority to investigate any matter within its Terms of Reference.
In performing its oversight responsibilities, the Audit Committee provides to the Board assurance on the existence of an effective internal control environment that ensures the efficiency and effectiveness of operations, reliability of financial and other management information, adequacy of disclosures and compliance with relevant laws and regulations. For the 2014 financial year, the Audit Committee has reviewed the audited financial statements with management and external auditors and based on the opinion of the External Auditors, the financial statements are fairly presented in conformity with the relevant financial reporting standards in all material aspects. It reports that it has evaluated the effectiveness of the internal controls, risk management systems and governance processes of the Company based on information obtained from the External Auditor, the reasonable assurance provided by the Internal Auditor and additional reports and information requested from Senior Management, and found that these are generally adequate across the BDO Leasing and Finance, Inc. and its subsidiary. The Company’s systems are assessed as generally adequate and its operational risk is deemed moderate.
The Committee held 12 meetings in 2014. Jesse H.T. Andres attended 12 meetings. Both Ma. Leonora V. De Jesus and Jesus G. Tirona attended 11 meetings.
Corporate Governance Committee
Chairperson: | Jesus G. Tirona (Independent DIrector) |
Members: | Jesse H.T. Andres (Independent Director) |
Ma. Leonora V. De Jesus (Independent Director) | |
Antonio N. Cotoco* |
The Corporate Governance Committee assists the Board in formulating the policies and overseeing the implementation of the corporate governance practices of the Company and its subsidiaries and affiliates. Annually, it conducts the performance of self-evaluation of the Board of Directors, its committees, executive management and peer evaluation of directors to assess the overall effectiveness of the Board. It also oversees the implementation of the Directors Orientation and Continuing Education Program.
In 2014, it undertook the updating and revisions of the Corporate Governance Manual to align with the requirements of SEC and the ASEAN Corporate Governance Scorecard (ACGS), published the Company’s compliance with OECD principles on Corporate Governance and conducted again the annual performance review of the Board, committees, directors and executive management. On continuing education, 3 separate sessions of the Exclusive Corporate Governance Seminar were conducted by accredited training providers of the SEC attended by members of the Board of Directors and Senior Management of the Company.
The Independent Directors and Non-Executive Directors, chaired by Lead Director Jesus G. Tirona met during the year without the presence of senior management to discuss various matters/issues outside of the regular meetings of the Audit and Risk Management Committees. The results of these sessions were discussed with the Chairperson, the President and concerned senior officers.
The Committee also initiated the enhancements of corporate governance policies of the Company with the implementation of the Related Party Transactions Policy, establishment of the Related Party Transactions Committee, adoption of a formal Dividend Policy and revisions of the Term Limit of Independent Directors, Whistle Blower Policy and Code of Conduct and Business Ethics.
To ensure full disclosure and transparency, the Committee undertook the submission of Annual Corporate Governance Report to the SEC and updated the corporate website.
The Corporate Governance Committee met four (4) times in 2014 with Messrs. Jesus G. Tirona, Jesse H.T. Andres and Ma. Leonora V. De Jesus attending all meetings. Antonio N. Cotoco attended 1 of 1 meeting.
*End of term on April 23, 2014
Nomination Committee
Chairperson | Jesse H.T. Andres (Independent Director) |
Member | Antonio N. Cotoco |
Ma. Leonora V. De Jesus (Independent Director) |
The Nominations Committee leads the process of identifying and recommending candidates for appointment as Directors and for other key positions taking into account the experience, expertise, knowledge and skills of the candidates giving full consideration to succession planning and the leadership needs of the Company. It recommends the composition and chairmanship of the various committees. It reviews the structure, size and composition of the Board, including the balance of skills, knowledge and experience and the independence of the nonexecutive Directors, and recommends changes if necessary. It also reviews all nominations for the appointment, re-appointment, election or re-election of Directors of the Company and members of the various committees considering their performance, commitment and ability to contribute to the Board and makes recommendations to the Board on appointment of new Directors, when necessary.
In 2014, the Committee approved the nominations of the regular directors of the Company and conducted a search and nominated a regular director to replace a resigned director. It also revised its Terms of Reference specifically the process of identifying candidates for appointment as Directors.
The Committee met once in 2014. Messrs. Jesse H.T. Andres and Antonio N. Cotoco and Ms. Ma. Leonora V. De Jesus attended the said lone meeting.
Risk Management Committee
Chairperson: | Nestor V. Tan |
Member: | Roberto E. Lapid |
**Antonio N.Cotoco | |
Jesse H.T. Andres* (Independent Director) |
The Risk Management Committee is responsible for the development of the Company’s risk policies, defines the appropriate strategies for identifying, quantifying, managing and controlling risk exposures including preventing and/or minimizing the impact of losses when they occur. It supports the Board in performing its risk oversight functions and reviews the overall risk management philosophy, risk strategy and risk tolerance levels, oversees the implementation and review of the risk management plan on an integrated enterprisewide basis, system of limits of management of discretionary authority delegated by the Board and takes immediate corrective actions when breached. It is also responsible for reassessing the continued relevance, comprehensiveness and effectiveness of the risk management plan, and revises it when needed. The Committee also reviews risk reports that control and monitor risk exposures and limits.
In 2014, the Committee conducted regular discussions on Company’s risk exposures and mitigation of these risks, approved the renewal of risk management policies and limits and newly developed risk management models
and reviewed the performance of the existing risk management models. It also reviewed and updated the Committee’s Terms of Reference in compliance with BSP Circular 749.
The Committee met 4 times in 2014 with Messrs. Nestor V. Tan and Antonio N. Cotoco attending all meetings while Jesse H.T. Andres attended 3 meetings and Roberto E. Lapid attended 1 meeting.
* Appointed April 23, 2014
** End of term April 23, 2014
Related Party Transactions Committee
Chairperson: | Jesse H.T. Andres (Independent Director) |
Member: | Jeci A. Lapus (Non-Executive Director) |
Ma. Leonora V. De Jesus (Independent Director) | |
Jesus G. Tirona (Independent Director) | |
Adviser: | Antonio N. Cotoco |
The Related Party Transactions Committee assists the Board in its oversight of the conduct of all Related Party Transactions (RPTs) to protect the interests of the Company and its stakeholders. It ensures proper disclosure of all approved RPTs in accordance with applicable legal and regulatory requirements and confirmation by majority vote on the Annual Stockholders’ meeting the Company’s significant transactions with related parties.
The Committee was constituted on December 10, 2014. No meeting was held in 2014. Prior to the establishment of the Committee, the review and approval of RPTs were done by the full Board of Directors with the Director who is a related party abstaining from the deliberation and voting. In performing their oversight functions, the RPTC will review all material RPTs and endorse to the full Board of Directors for approval with the Director who is a related party abstaining from the deliberation and voting.
Corporate Social Responsibility
Donated furniture, fixtures and equipment through SM Foundation for the following beneficiaries:
- Bahay ni Maria (c/o BDO Leasing San Pablo branch)
- Gawad Kalinga (c/o BDO Leasing Davao branch)
- Gulong ng Palad (c/o BDO Leasing CDO branch)
Ultimately, the Bank through BDO Foundation Inc. aims to be a major catalyst in the creation of opportunities for the under-priviledged and in the country's socio-economic development.
Enterprise Risk Management
Company Policies
Related Party Transaction as of October 2019
Policy on Retirement of Directors
Policy on Disclosure on Sensitive Information/Confidential Matters
2nd Revised Related Party Transaction Policy
1st Revised Related Party Transaction Policy
Related Party Transactions Policy
BDOLF Dividend Policy Statement
SEC Filings
2019
2018
2017
2016
2015
2014
2013
2012
2011
2010
2009
2016 SEC
2015 SEC
2014 SEC
2013 SEC
2012 SEC
2011 SEC
2010 SEC
2009 SEC
2008 SEC
2018 Official Disclosure
2016 Official Disclosure
- Statement to the Press - BDO Nomura Launches Online Trading Platform
- 2015 BAC Self-Assessment
- SEC approval on the incorporation and registration of MMPC Auto Financial Services Corporation
- Results of Annual Stockholders Meeting
- Results of Organizational Meeting
- 2015 Corporate Governance Guidelines Disclosure Template
- Setting of the date of Annual Shareholder's Meeting
- Declaraton of Cash Dividend
2015 Official Disclosure
- Appointment of Atty. Ma. Cecilia S. Santos as Assistant Corporate Secretary and Alternate Corporate Information Officer
- Resignation of Atty. Angelita Cortez as Assistant Corporate Secretary
- Declaration of Cash Dividend, Amendment to the agenda of the ASM, Amendment of Articles of Incorporation, February 25, 2015
- Results of Annual Stockholder's and Organizational Meeting
- Press Release BDO Leasing Post P504m profit in 2014 1Q15 profit at P130m
- PSE Disclosure Survey
- Press Release of BDOLF profits up 20% to 504 million in 2014
- Setting of Annual Stockholders Meeting, Appointment of the members of Related Party Transactions Committee, January 14, 2015
2014 Official Disclosure
- Clarification Letter to PSE
- Summary of Assessment of Board Audit Committee for the year 2013, July 17, 2014
- Results of the Annual Stockholders' & Organizational Meeting
- PSE Compliance Report on Corporate Governance for the year 2013
- Declaration of Cash Dividend, Amendment of Articles of Incorporation and Appointment of Compliance Officer
- Resignation and Appointment of Corporate Officers
- Setting of Annual Stockholders' Meeting and Resignation of Officers
2013 Official Disclosure
- Clarification of news article 'BDO Leasing's P15-B STCP Gets High Rating'
- Annual Stockholders Meeting
- Results of the BDOLF Annual Stockholders Meeting and Organizational Meeting
- Request for extension to file SEC Form 17A
- Press Release BDOLF stands to benefit from economys growth momentum
- Notice of Annual Stockholders Meeting
- Clarification on news article BDO arm upbeat on growth
- Cash Dividend Declaration
2012 Official Disclosure
- BDOLF Annual Stockholders Meeting April 17,2013-12.12.12
- BDOLF's Reply to news article dated 12.10.12
- Resignation of Directors and Advisers 10.31.12
- Appointment of Officers
- BDOLF Disclosure
- Summary of Assessment by Board Audit Committee for the year 2011
- BDOLF Reply to PSE
- BDO Leasing Annual Stockholders Meeting and Organizational Meeting
- Cash Dividend Declaration
- BDOLF sees better prospects this year
- News Article Clarification
- Amendment to Articles of Incorporation and Revised Notice of the ASM
- Setting of the Annual Stockholders Meeting of BDO Leasing
2011 Official Disclosure
- Resignation and Appointment of Registrants Directors or Officers (October 05, 2011)
- BDOLF Cash Dividend (June 29, 2011)
- BDOLF Directors and Corporate Officers (May 5, 2011)
- BDOLF Press Release Loan Portfolio 2010 (March 3, 2011)
- BDOLF Agenda of the 2011 ASM (March 21, 2011)
- Resignation of Registrants Directors and Officers(Feb 2, 2011)
2014 Definitive Information Statement
2013 Definitive Information Statement
2012 Definitive Information Statement
2011 Definitive Information Statement
- Notice of Annual Stockholders Meeting
- Information Statement Pursuant to Section 20 of the Securities Regulation Code
- Minutes for the Annual Meeting of Stockholders
- Management Report to Stockholders
- Financial Statements and Independent Auditors Report
- Notes to Financial Statements
- Notes To Financial Statements Part 2
- Notes To Financial Statements Part 3
- Annex A Certification of Qualification of Independent Directors
- Annex B SEC 17Q Part
- Statement of Managements Responsibility for Financial Statements
2010 Definitive Information Statement
- Notice of Annual Stocholders Meeting
- Information Statement Pursuant to Section 20 of the Securities Regulation Code - Part 1
- Information Statement Pursuant to Section 20 of the Securities Regulation Code - Part 2
- Minutes for the Annual Meeting of Stockholders
- Management Report to Stockholders - Part 1
- Management Report to Stockholders - Part 2
- Management Report to Stockholders - Part 3
- Notes to financial statements part 1
- Notes to financial statements part 2
- Statement of Management 's Responsibility for Financial Statements
Notice of Annual/Special Stockholders' Meetings
2020
Notice and Agenda of July 21, 2020 Special Stockholder’s Meeting
Notice of Suspension of BDOLF SSM
Notice of 2020 Special Stockholder's Meeting
2019
Notice of 2019 Annual Stockholder's Meeting
2018
Notice and Agenda to 2018 Annual Stockholders Meeting
2017
Amendment to the Notice and Agenda of 2017 Annual Stockholders Meeting
Notice and Agenda of 2017 Annual Stockholders Meeting
2016
Notice and Agenda of the 2016 Annual Stockholders' Meeting
2015
Amendment to the agenda of the 2015 Annual Stockholders Meeting
Notice and Agenda of the 2015 Annual Stockholders Meeting
2017
Amendment to the Notice and Agenda of 2017 Annual Stockholders Meeting
Minutes of General/Special Stockholders' Meetings
Minutes of 2020 Special Stockholders' Meeting
Minutes of 2019 Special Stockholders' Meeting
Minutes of 2018 Special Stockholder's Meeting
Minutes of 2017 Special Stockholder's Meeting
Minutes of 2016 Special Stockholder's Meeting
Minutes of 2015 Special Stockholder's Meeting
Minutes of 2014 Special Stockholder's Meeting
Other Disclosures to SEC, PSE and other agencies
Press Materials/News
Press Release - BDO Leasing earns 570M in 2016
2016 Philratings News BDO Leasing's High Credit Rating - PRSAa
Press Release - BDO Leasing post P425 million income in 9M 2016
BDOLF Leasing Profits up 12.3% to 282 million in 1H 2016
BDO Leasing Net Income at P556 million in 2015 1Q16 Profit up 11% to P144 million
BDO Unibank is regulated by the Bangko Sentral ng Pilipinas with contact number (02) 8708-7087 and with email address consumeraffairs@bsp.gov.ph,
and webchat at www.bsp.gov.ph.
BDO Unibank, Inc. © 2012. All Rights Reserved