To promote independent oversight of the Bank, the NEDs are required to meet separately at least once a year, without the presence of any Bank executive or anyone from Management. This will ensure that NEDs will not be influenced in any manner, and be able to better evaluate the effectiveness of the internal controls and assess other important corporate issues. This meeting is different from the annual gathering of the Audit Committee, with no one from Management present.

In 2024, a meeting was held to discuss the self-assessment of Independent Directors and the President & CEO, and the result of the disclosures on conflict of interest and related party transactions. Please click here to view the certification from the Corporate Secretary regarding the most recent meeting of the NEDs.

Has the powers of the Board, when the latter is not in session, in the management of the business and affairs of China Bank to the fullest extent permitted under its By-Laws and Philippine laws. The Executive Committee had 38 meetings in 2024, including 2 joint meetings with the Risk Oversight Committee.

Please click here to download the Bank’s Executive Committee Charter.

Responsible for ensuring that the Bank’s Corporate Governance framework is regularly reviewed, updated, and implemented accordingly at all times. It provides assistance to the Board in fulfilling its responsibilities by ensuring compliance with, and proper observance of governance laws, rules, principles and best practice, including the new directors’ induction and incumbent directors’ continuing education and conduct of the Board assessment, among others. The Corporate Governance Committee had 28 meetings in 2024, including 11 joint meetings with Compliance Committee, 16 joint meetings with the Nominations Committee, and 1 joint meeting with the Remuneration Committee.

Please click here to download the Bank’s Corporate Governance Committee Charter.

Oversees all matters pertaining to audit, primarily the evaluation of the adequacy and effectiveness of the Bank’s internal control system, as well as the integrity of its financial statements. It appoints, reviews and concurs in the appointment or replacement of the Chief Audit Executive (CAE), and is responsible for ensuring that the CAE and internal audit function are free from interference by outside parties. It also ensures that an annual review is performed with regard to the effectiveness of the internal audit mechanism, including compliance with the Institute of Internal Auditors’ International Standards for the Professional Practice of Internal Auditing and Code of Ethics. The Committee is also empowered to oversee the Bank’s external audit functions, financial reporting and policies, by selecting the auditors and approving their fees, reviewing and discussing the scope and plan of annual audit, and reviewing and discussing the annual audited financial statements of the Bank with management and external auditors. It provides oversight over Management’s activities in maintaining an adequate internal control framework, managing credit, market, liquidity, operational, legal and other risks of the Bank, including regular receipts from management of information on risk exposures and risk management activities. It likewise ensures that internal and external auditors remain independent and are given unrestricted access to records, properties and personnel, to enable them to perform their respective audit functions. It has the explicit authority to investigate any matter within its terms of reference, in order to ensure the effectiveness and efficiency of the Bank’s internal controls. The Audit Committee had 13 meetings in 2024.

Please click here to download the Bank's Audit Committee Charter.

Tasked to monitor compliance with established bank laws, rules and regulations specifically in creating a dynamic and responsive compliance risk management system for identifying and mitigating risks that may erode the franchise value of the Bank. It reviews the compliance program, annual plans and ensures that they are effectively carried out. It also ensures that Management is doing business in accordance with the said prescribed laws, rules and regulations including policies, procedures, guidelines and best practices. The Compliance Committee had 11 meetings in 2024, jointly held with the Corporate Governance Committee.

Please click here to download the Bank's Compliance Committee Charter.

Responsible for the oversight of the Bank’s risk management function, including the evaluation of the effectiveness of the enterprise risk management framework and ensuring that corrective actions are in place to address concerns in a timely manner. It oversees the risk-taking activities of the Bank and warrants the continued relevance, comprehensiveness and overall value of the institutional risk management plan. The Risk Oversight Committee had 14 meetings in 2024, including 2 joint meetings with the Executive Committee.

Please click here to download the Bank's Risk Oversight Committee Charter.

Responsible for ensuring transparency and compliance with established nomination procedures, facilitating the search for diverse, qualified candidates, and maintaining a balanced mix in the selection of candidates. Jointly with the CG Committee, oversees the review and evaluation of the qualifications of all (i) persons nominated, appointed or promoted to various positions and (ii) interlocked or seconded officers, regardless of rank. It also undertakes the process of reviewing the qualifications of the Board candidates, to ensure that their qualities and/or skills are sufficient to lead and/or assist the Bank in accomplishing its vision and corporate goals, and identify if the quality of the directors nominated is aligned with the Bank’s strategic directions. The Committee is composed entirely of Independent Directors. The Nominations Committee had 16 meetings in 2024, jointly held with the Corporate Governance Committee.

Please click here to download the Bank's Nominations Committee Charter.

Provides oversight over the remuneration of directors and key executives, ensuring that compensation is consistent with the interest of all stakeholders and the Bank’s culture, strategy and control environment. The Remuneration Committee had 3 meetings in 2024, including 1 joint meeting with the Corporate Governance Committee.

Please click here to download the Bank's Remuneration Committee Charter.

Responsible for evaluating and reviewing all material related party transactions (RPTs) to ensure that they are conducted at an arm's length. Composed entirely of Independent Directors, the committee oversees the review and proper implementation of the RPT Framework and Policy and ensures that corresponding transactions are duly identified, measured, monitored, controlled and reported.  The Related Party Transactions Committee had 12 meetings in 2024.

Please click here to download the Bank's RPT Committee Charter.

Responsible for assisting the Board of Directors in fulfilling its corporate governance and oversight responsibility for the Bank’s investments, strategy and implementation in relation to Information Technology and Digitalization. It also oversees the IT strategy and execution of the Bank’s subsidiaries and affiliate, to ensure that these are aligned with the overall strategic plans for continuous value creation. The Information Technology Steering Committee had 12 meetings in 2024.

Please click here to download the Bank's ITSC Charter.

Provides oversight functions, overall strategic business development and financial policy directions to the Trust and Asset Management Group. It oversees the trust, investment management and fiduciary activities of the Bank, and ensures that they are conducted in accordance with applicable rules and regulations, and judicious practices. Moreover, it ensures that prudent operating standards and internal controls are in place and that the Board’s objectives are clearly understood and duly implemented by the concerned units and personnel. The Trust Investment Committee convened 11 times in 2024.

Please click here to download the Bank's TIC Charter.