Profile of Directors
Board Diversity Policy
The Board should be composed of directors with a collective working knowledge, experience or expertise that is relevant to the Bank’s industry/sector. The Board should always ensure that it has an appropriate mix of competence and expertise and that its members remain qualified for their positions individually and collectively, to enable it to fulfil its roles and responsibilities and respond to the needs of the organization based on the evolving business environment and strategic direction.
To ensure diversity, the Board shall consider educational background, business experience in banking or related industry, competence, knowledge, skills and to include ethnicity, culture, skills as the case may be.
To the extent practicable, the members of the board of directors shall be selected from a broad pool of qualified candidates. A sufficient number of qualified non-executive members if not a majority of non-executive directors shall be elected to promote and help secure the objective independence of the board from the views of senior management in judgment of corporate affairs and to substantiate proper checks and balances.
The membership of the Board may be a combination of executive and non-executive directors (which include independent directors) in order that no director or small group of directors can dominate the decision making process.
The non-executive directors should possess such qualifications and stature that would enable them to effectively participate in the deliberations of the Board.
Board Skill Set Matrix and Measurable Objectives The Board in ensuring diversity has identified the required skills and mix of qualifications of directors. Each nominee’s qualification is reviewed by the Nominations Committee in accordance with its Charter.
Below are the diversity objectives of the Board to ensure optimal mix.
On 01 October 2020 Special Stockholders' Meeting of the Bank, the Stockholders have elected another female Independent Director. There are now two (2) female IDs in the Board.
More than fifty percent of the Board are with background or experience in banking, management, business administration, and with sufficient training on anti-money laundering and credit transactions.
The table below summarizes the required skills and attributes in compliance with the diversity objectives.
Skill Set Matrix of the Directors
Independent Directors and Lead Independent Director
A strong element of independence is maintained on the Board. In fact, we conduct an annual review of the independence of our Directors. We define an Independent Director as someone holding no interests or relationships with China Bank, the controlling shareholders, or the Management that would influence their decisions or interfere with their exercise of independent judgment, among others.
The present Board has four (4) Independent Directors (ID) and we have fully complied with all the applicable rules on their nomination and election. As stated in our Corporate Governance Manual, the tenure of an ID should not exceed a cumulative term of nine years: reckoned from election in 2012 based on SEC rules. China Bank is one of the first listed companies to shorten the term up to nine years. While they are in the China Bank Board, they are not allowed to hold interlocking directorships in more than five listed companies.
During its 18 June 2020 meeting, the Board has designated one (1) Lead Independent Director, Mr. Alberto S. Yao. On its 06 May 2021 meeting, the Board has appointed Ms. Margarita L. San Juan as the new Lead Independent Director to replace Mr. Yao, who retired after 17 faithful years of service in China Bank's Board.
The lead Independent Director shall have sufficient authority to lead the Board in cases where management has clear conflict of interest.
Functions of the Lead Director
Retirement Policy for Directors
1 SEC Memo No. 19 (Series of 2016), Code of CG for PLCs, Recommendation 2.4 (page 11)2 BSP Circular No. 969 (Series of 2017), Enhanced Corporate Governance Guidelines for BSP-Supervised Financial Institutions, Section X143.1.d (3), (page 14).3 whether a person is fit and proper for the position of a director, the following matters must be considered: integrity/probity, physical/mental fitness; relevant education/ financial literacy/training; possession of competencies relevant to the job, such as knowledge and experience, skills, diligence and independence of mind; and sufficiency of time to fully carry out responsibilities.4 MORB, Section 132, Qualifications of a director5 Under the Bank’s CG Manual on teleconferencing and video conferencing, should attend at least fifty percent (50%) and shall physically attend at least twenty five percent (25%) of all Board meetings every year