Check Management

Corporate Governance
Our Business

Board Matters


To assist in the execution of its responsibilities, the Board has established several committees. Members of the different committees are appointed by the Board during the annual organizational meeting, taking into account the optimal mix of skills and experience of the members. To promote objectivity, independent directors and non-executive directors are appointed to the greatest extent possible without impairing the collective skills, experience, and effectiveness of the committees. Each of the committees has a charter, and the members perform their duties and conduct meetings in accordance with their respective charters.

For the period January to December 2019, the Board had 16 meetings, including the organizational meeting. The incumbent directors attended/participated in more than 50% of all the meetings, as follows:

Board Attendance

Director Attendance %
Hans T. Sy (Chairman) 15 94%
Gilbert U. Dee (Vice Chairman) 16 100%
William C. Whang 16 100%
Peter S. Dee 16 100%
Joaquin T. Dee 16 100%
Herbert T. Sy 14 88%
Harley T. Sy 16 100%
Jose T. Sio 16 100%
Alberto S. Yao 15 94%
Margarita L. San Juan 16 100%
Philip S.L. Tsai 16 100%
Angeline Ann H. Hwang  9(a) 100%

 †  Director Hwang passed away on April 11, 2020
(a) From her election effective May 2, 2019

 

Meeting of the Non-Executive Directors (NEDs)
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 2019, a meeting was held amongst NEDs to discuss internal audit matters and the 2018 performance evaluation of the  President and CEO. Please click here to view the certification from the Corporate Secretary regarding the most recent meeting of the NEDs.

 

Executive Committee
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 2019, including 1 joint meeting with the Risk Oversight Committee.

Directors' Attendance in 2019 in the Executive Committee

Director Attendance %
Hans T. Sy (Chairman) 35 92%
Gilbert U. Dee 38 100%
Peter S. Dee 35 92%
Joaquin T. Dee 36 95%
William C. Whang 36 95%

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

 

Corporate Governance Committee
Responsible for ensuring that the Bank’s Corporate Governance framework is regularly reviewed and updated, and implemented accordingly at all times. It provides assistance to the Board by overseeing the orientation and training programs for its members, as well as facilitating the performance evaluation of the Board, Board-level committees and senior management. The Corporate Governance Committee had 30 meetings in 2019, including 11 joint meetings with Compliance Committee and 18 joint meetings with the Nominations Committee.

Directors' Attendance in 2019 in the Corporate Governance Committee

Director Attendance %
Philip S.L. Tsai(a) (Chairman) 29 97%
Alberto S. Yao 29 97%
Margarita L. San Juan 29 97%
Angeline Ann H. Hwang†  (a) 15 79%

(a) Member from May 2, 2019; attended 15 out of 19 joint meetings of Compliance/Nominations and Corporate Governance Committees

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

 

Audit Committee
Primarily 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 15 meetings in 2019.

Directors' Attendance in 2019 in the Audit Committee

Director Attendance %
Alberto S. Yao (Chairman) 14 93%
Joaquin T. Dee 15 100%
Philip S.L. Tsai 15 100%

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

 

Compliance Committee
Tasked to monitor compliance with established banking laws, rules and regulations specifically in creating a dynamic and responsive compliance risk management system that is designed to identify and mitigate risks that may erode the franchise value of the Bank, such as legal or regulatory, financial loss or reputation risk. It 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 12 meetings in 2019, including 11 joint meetings with the Corporate Governance Committee.

Directors' Attendance in 2019 in the Compliance Committee

Director Attendance %
Hans T. Sy (Chairman) 10 83%
Joaquin T. Dee 12 100%
Alberto S. Yao 11 92%

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

 

Risk Oversight Committee
Responsible for the development and oversight of the Bank’s risk management functions, including the evaluation of the effectiveness of the enterprise risk management framework and ensuring that corrective actions are in place to address risk management 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 11 meetings in 2019, including 1 joint meeting with the Executive Committee.

Directors' Attendance in 2019 in the Risk Oversight Committee

Director Attendance %
Margarita L. San Juan (Chairman) 11 100%
Hans T. Sy 11 100%
Alberto S. Yao 11 100%

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

 

Nominations Committee
Composed entirely of Independent Directors and is responsible for reviewing and evaluating the qualifications of all persons nominated to the Board and other appointments that require Board approval, including promotions favorably endorsed by the Promotions Review Committee. It is also tasked to review the qualifications of the candidates, to ensure that their qualities and/or skills are appropriate for leading and assisting the Bank in achieving its vision and corporate goals. The Nominations Committee convened 18 times in 2019, including 11 joint meetings with the Corporate Governance Committee.

Directors' Attendance in 2019 in the Nominations Committee

Director Attendance %
Angeline Ann H. Hwang (Chairman)† (a) 9 82%
Alberto S. Yao 17 94%
Margarita L. San Juan 18 100%
Philip S.L. Tsai(b) 17 94%

(a) Chairman from May 2, 2019; attended 9 out of 11 joint meetings
(b) Chairman up to May 1, 2019

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

 

Remuneration Committee  
Provides oversight over the remuneration of senior management and other key personnel, ensuring that compensation is consistent with the interest of all stakeholders and the Bank’s culture, strategy and control environment. The Remuneration Committee had 2 meetings in 2019.

Directors' Attendance in 2019 in the Remuneration Committee

Director Attendance %
Philip S.L. Tsai (Chairman) 2 100%
Hans T. Sy 2 100%
Alberto S. Yao 2 100%
Harley T. Sy 2 100%
Margarita L. San Juan 2 100%

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

 

Related Party Transactions Committee
Responsible for reviewing all material related party transactions (RPTs) to ensure that they are conducted in accordance with the arm's length principles. Composed entirely of Independent Directors, the committee oversees the proper implementation of the RPT Policy and ensures that corresponding transactions are duly identified, measures, monitored, controlled and reported. The RPT Committee had 12 meetings in 2019.

Directors' Attendance in 2019 in the RPT Committee

Director Attendance %
Philip S.L. Tsai (Chairman) 12 100%
Alberto S. Yao 10 83%
Margarita L. San Juan 12 100%
Angeline Ann H. Hwang† (a) 7 100%

(a) Member from May 2, 2019; attended 7 out of 7 meetings

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

 

Trust Investment Committee
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 2019.

Directors' Attendance in 2019 in the Trust Investment Committee

Director Attendance %
Herbert T. Sy (Chairman) 11 100%
Jose T. Sio 11 100%
Peter S. Dee 11 100%
William C. Whang 11 100%
Mary Ann T. Lim 11 100%

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

© 2006 China Banking Corporation. All rights reserved