1

2

3

4

A. BOARD MATTERS 1) Board of Directors

Number of Directors per Articles of Incorporation 12*

Actual number of Directors for 2016 12*

*As amended, subject to BSP approval

(a) Composition of the Board

Complete the table with information on the Board of Directors:

Director’s Name

Type [Executive (ED), Non-Executive (NED)

or Independent Director (ID)]

If nominee, identify

the principal

Nominator in the last election (if ID, state

the relationship with the nominator)

Date first elected Date last elected (if ID,

state the number of years served as ID)i

Elected when (Annual /Special

Meeting)

No. of years served as

director

George SK Ty NED All EDs and NEDs are nominees of the Ty Family and related companies.

All EDs and NEDs are nominees of the Ty Family and related companies. For the IDs, the nominators (not related to the IDs) are as follows:

1. Nancy Lai Reyes for Francisco F. Del Rosario Jr.

2. Fely T. Ang for Rex C. Drilon II

3. Joselito Dela Rosa for Robin A. King

4. Jeanette B. Bautista for Jesli A. Lapus

5. Shirley Amin for Renato C. Valencia

March 12, 1975 April 27, 2016 April 27, 2016 (Annual Stockholders’ Meeting)

41 yrs. & 2 mos.

Arthur Ty ED April 24, 2002 April 27, 2016 14 yrs. & 1 mo.

Francisco C. Sebastian NED April 24, 2002 April 27, 2016 14 yrs. & 1 mo.

Fabian S. Dee ED September 19, 2007 April 27, 2016 8 yrs. & 8 mos.

Renato C. Valencia

ID October 21, 1998

4 yrs. & 1 mo. 17 yrs. & 7 mos.

Jesli A. Lapus ID August 18, 2010 4 yrs. & 1 mo.

5 yrs. & 9 mos.

Robin A. King ID April 25, 2012 4 yrs. & 1 mo. 4 yrs. & 1 mo.

Rex C. Drilon II

ID August 29, 2012 3 yrs. & 9 mos. 3 yrs. & 9 mos.

Francisco F. Del Rosario Jr. ID April 15, 2013 3 yrs. & 1 mo. 3 yrs.& 1 mo.

Edmund A. Go NED May 17, 2007 April 27, 2016 9 yrs.

Alfred V. Ty NED September 23, 2015 April 27, 2016 8 mos.

Vicente R. Cuna Jr. NED April 30, 2014 April 27, 2016 2 yrs. & 1 mo.

(c) How often does the Board review and approve the vision and mission?

The Vision Mission statement (VMS) was reviewed and approved by the Board in February 2015.

i Reckoned from the election immediately following January 2, 2012.

5

(d) Directorship in Other Companies (i) Directorship in the Company’s Group

ii

Identify, as and if applicable, the members of the company’s Board of Directors who hold the office of director in other companies within its Group:

Director’s Name Corporate Name of the

Group Company Type of Directorship (Executive, Non-Executive, Independent).

Indicate if director is also the Chairman.

George S. K. Ty GT Capital Holdings, Inc. Global Business Power Corporation

Group Chairman/NED Honorary Chairman/NED

Arthur Ty

Metropolitan Bank (China) Ltd.

GT Capital Holdings, Inc.

Philippine Savings Bank

First Metro Investment Corporation

Chairman/NED

Chairman/NED

Vice Chairman/NED

Vice Chairman/NED

Francisco C. Sebastian

GT Capital Holdings, Inc. First Metro Investment Corporation First Metro Asset Management, Inc. Global Business Power Corporation

Co-Vice Chairman/NED Chairman/NED Chairman/NED Chairman/NED

Fabian S. Dee Metrobank Card Corporation Metro Remittance Singapore Pte. Ltd. SMBC Metro Investment Corporation FMIC Equities Inc.

Chairman/NED Chairman/NED Chairman/NED Director/NED

Edmund A. Go Metropolitan Bank (China) Ltd. NED

Vicente R. Cuna Jr. Philippine Savings Bank Orix Auto Leasing Philippines Corporation

President Chairman/NED

Alfred V. Ty GT Capital Holdings, Inc. Cathay International Resources Corporation Global Business Power Corporation

Co-Vice Chairman/NED Chairman/NED Vice Chairman/NED

(ii) Directorship in Other Listed Companies

Identify, as and if applicable, the members of the company’s Board of Directors who are also directors of publicly-listed companies outside of its Group:

Director’s Name Name of Listed Company Type of Directorship (Executive, Non-Executive,

Independent). Indicate if director is also the Chairman.

Jesli A. Lapus STI Education Systems Holdings, Inc. Independent Director

Renato C. Valencia iPeople, Inc. House of Investments, Inc. Vulcan Industrial & Mining Corporation Anglo Philippine Holdings Corporation EEI Corporation

Chairman & Independent Director Independent Director Independent Director Independent Director Independent Director

ii The Group is composed of the parent, subsidiaries, associates and joint ventures of the company

6

Alfred V. Ty Metro Pacific Investments, Inc. Independent Director

(iii) Relationship within the Company and its Group

Provide details, as and if applicable, of any relation among the members of the Board of Directors, which links them to significant shareholders in the company and/or in its group:

Director’s Name Name of the

Significant Shareholder Description of the relationship

George S. K. Ty Arthur Ty Alfred V. Ty

GT Capital Holdings, Inc.

(owns 25.369% of the Company)

Arthur and Alfred Ty are the sons of George S.K. Ty, and Group Chairman & Co-Vice Chairman, respectively of GT Capital Holdings, Inc.

(e) Shareholding in the Company

Complete the following table on the members of the company’s Board of Directors who directly and indirectly own shares in the company:

Name of Director Number of Direct shares Number of

Indirect shares / Through (name of record owner)

% of Capital Stock

George S.K. Ty 13,852,150 5,272,999 0.436%

Arthur Ty 10,525,485 438,099,305 0.331%

Alfred Ty 10,525,750 77,081,677 0.331%

Francisco C. Sebastian 500,000 - 0.016%

Fabian S. Dee 650 - 0.000%

Renato C. Valencia 871 - 0.000%

Jesli A. Lapus 150 - 0.000%

Robin A. King 187 - 0.000%

Rex C. Drilon II 1,430 - 0.000%

Francisco F. Del Rosario Jr. 130 - 0.000%

Edmund A. Go 5,281 - 0.000%

Vicente R. Cuna Jr. 115 - 0.000%

TOTAL 35,412,199 520,453,981 1.114%

2) Explain how the board of directors plans for the succession of the CEO/Managing Director/President and the top key management positions?

Successors to top key management positions are sourced from the existing pool of senior officers without prejudice to getting candidates outside the Bank. The Bank has launched in May 2013 the MILER which is a leadership development and succession program aimed to identify and develop pool of high potential talents to assume higher responsibilities. The program was put in place in 2013 and initially focused on identifying and developing successors for 2016-2017 retirees and rehires.

7

5) Changes in the Board of Directors (Executive, Non-Executive and Independent Directors)

(a) Resignation/Death/Removal

Indicate any changes in the composition of the Board of Directors that happened during the period:

Name Position Date of Cessation Reason

Vicente B. Valdepeñas Remedios L. Macalincag

Independent Director Independent Director

April 27, 2016 April 27, 2016

Retired Retired

Voting Result of the last Annual General Meeting

All nominees have been elected as directors of Metrobank. All directors received votes from 2,175,228,187 (68.4%) common shares present in person or by proxy.

B. BOARD MEETINGS & ATTENDANCE

1) Are Board of Directors’ meetings scheduled before or at the beginning of the year?

Per Bank’s By-laws, the Board shall hold regular meetings every second Wednesday of each month.

2) Attendance of Directors

Board Name Date of Election No. of Meetings Held during the

year

No. of Meetings Attended

%

Group Chairman George S.K. Ty April29, 2015 12 12 100

Chairman Arthur Ty April 29, 2015 12 12 100

Vice Chairman Francisco C. Sebastian April 29, 2015 12 12 100

President/Director Fabian S. Dee April 29, 2015 12 12 100

Director Edmund A. Go April 29, 2015 12 12 100

Director Antonio V. Viray** April 29, 2015 8 8 100

Independent Renato C. Valencia April 29, 2015 12 12 100

Independent Remedios L. Macalincag*** April 29, 2015 12 12 100

Independent Jesli A. Lapus April 29, 2015 12 11 92

Independent Robin A. King April 29, 2015 12 12 100

Independent Vicente B. Valdepeñas, Jr.*** April 29, 2015 12 12 100

Independent Rex C. Drilon II April 29, 2015 12 12 100

8

Independent Francisco F. Del Rosario Jr. April 29, 2015 12 12 100

Director Vicente R. Cuna, Jr April 29, 2015 12 12 100

Director Alfred V. Ty* September 23, 2015 3 3 100

*newly elected **Director until September 2015 ***Retired effective April 27, 2016

7) Change/s in existing policies

Indicate, if applicable, any change/s introduced by the Board of Directors (during its most recent term) on existing policies that may have an effect on the business of the company and the reason/s for the change:

Existing Policies Changes Reason

Pre-Settlement Risk Factors (PSR) and Potential Future Credit Exposure Factors (PFCE) for Fixed Income Securities, Bond Forwards, Forward Rate Agreements, Bond Options

Updating of PSR and PFCE factors

To ensure that credit exposure to counterparties is considered in proposals and monitored in the booking systems.

Amendment of the Charter of the Anti-Money Laundering Committee

To strengthen focus on Bank’s overall AML compliance management.

To ensure effective oversight of the Bank’s compliance to regulations.

Revised charter of Anti-Money Laundering and Compliance Committee

To include review and monitoring of the Bank’s continuing compliance to AMLA and BSP regulations

To ensure compliance to AMLA rules and BSP regulations.

Enhanced Due Diligence (EDD) on Accounts with Suspicious Transactions/Negative Information

To prescribe EDD process that should be observed for accounts with suspicious transactions/negative information

To ensure compliance with regulations

Related Party Transactions

To redefine related party transactions that should be endorsed to RPTC for notation .

To ensure that transactions with related parties are reviewed to assess risks, are subject to appropriate restrictions to ensure that such are conducted at arms-length terms, and that resources of the Bank are not misappropriated.

Reconstitution of Board-level and Bank-level committees

Change in memberships To reflect changes in Bank organization and leadership

Various policies including but not limited to:

Country Limits

Credit Approving Limits

Supplementary Guidelines on Account Opening

Information Security Policies

Loan Valuation Factors

Client Risk Assessment for Payroll Accounts

Amendment to various items To comply with regulatory requirements

9

Amendments to IT Project Governance

Guidelines to Enhance Existing Controls

Oversight of Compliance and AMLD on Foreign Branches and Subsidiaries

Various organizational changes Changes in table of organization To ensure better management and supervision of units

E. BOARD COMMITTEES 1) Number of Members, Functions and Responsibilities

Provide details on the number of members of each committee, its functions, key responsibilities and the power/authority delegated to it by the Board:

Committee

No. of Members

Committee Charter (Functions, Key Responsibilities, Power) Executive Director

(ED)

Non-executive Director

(NED)

Independent Director

(ID)

Non-Director Member (NDM)

Executive (Excom) *2 Different NEDs on rotation

2 1* None 2 Responsibility Statement: 1. Review the Bank’s corporate plans, strategies that may be endorsed by the various committees for Excom’s

approval 2. Evaluate loan proposals in excess of the authority delegated to the Senior Credit Committee, and approve

risk exposures for the following types of entities: a. Commercial Exposures to Corporations and Businesses b. Consumer / Retail Exposures under Existing Policy c. Bank and Non-Bank Financial Institutions d. Country Risk Limits e. Approve credit policies

3. May act, by majority of vote of all its members, on such specific matters within the competence of the Board, as may be delegated to it by Bank’s By-Laws or by a majority vote of the Board.

Audit (AuditCom) None None 3 None Responsibility Statement: It assists the Board in fulfilling its statutory and fiduciary responsibilities, enhancing shareholder value, and protecting shareholders’ interest through (a) effective oversight of internal and external audit functions, (b) transparency and proper reporting, (c) compliance with laws, rules and regulations; and code of conduct, and (d) adequate and effective internal controls. The AuditCom shall be responsible for overseeing Senior Management in establishing and maintaining an adequate, effective and efficient internal control framework. It shall ensure that systems and processes are designed to provide assurance in areas including reporting, monitoring compliance with laws, regulations and internal policies, efficiency and effectiveness of operations, and safeguarding of assets. Primary Responsibilities:

10

1. Provide effective oversight of external and internal audit functions, including insourcing and outsourcing of internal audit activities

2. Ensure transparency and proper reporting with emphasis on the reports’ integrity, timeliness and compliance with standards

3. Ensure compliance with Bank policies, and applicable laws, rules and regulations and code of conduct; and 4. Ensure adequate and effective internal controls.

Authority: Explicit authority to investigate any matter within its terms of reference, full access to and cooperation by management and full discretion to invite any director or executive officer to attend its meetings, and adequate resources to enable it to effectively discharge its functions.

Nomination (NomCom)

None None 3 None Responsibility Statement: The Committee shall review and evaluate the qualifications of all persons nominated to the Board as well as those nominated to other positions requiring appointment by the Board of Directors. All nominees to the Board as well as for other positions requiring Board approval shall possess all the qualifications and shall not have any of the disqualifications prescribed by applicable laws, rules and regulation of regulatory authorities such as BSP and SEC. Key Responsibility: It shall promulgate the guidelines or criteria to govern the conduct of nominations.

Corporate Governance and Compensation (CGCCom)

1 None 3 None Responsibility Statement: It assists the Board in fulfilling its corporate governance responsibilities and in providing oversight in the implementation of the Bank’s Compliance System. Duties and Responsibilities: The CGCOM shall assist the Board in fulfilling its statutory and fiduciary responsibilities, enhancing shareholder value, and protecting shareholders’ interest through (a) effective oversight on corporate governance practices, (b) ensuring the effectiveness and observance by the Board of corporate governance principles and guidelines, (c) providing oversight in the implementation of the Bank’s Compliance System, (d) making recommendations to the Board regarding the continuing education of directors, assignment to board committees, succession plan for the senior officers, and the remuneration policy linked to the corporate and individual performance to ensure that compensation is consistent with the Bank’s culture, strategy and the business environment in which it operates.

In addition, the CGCOM shall also aid the Board in the discharge of its overall responsibility for defining an appropriate corporate governance framework that shall contribute to the effective oversight function over entities in the group. Primary Responsibilities:

1. Provide effective oversight on corporate governance practices over the Bank and entities in the group 2. Assist the Board in fulfilling its corporate governance responsibilities 3. Ensure the effectiveness and due observance by the Board of corporate governance principles and

guidelines

11

4. Provide oversight in the implementation of the Bank’s compliance system. It shall ensure that oversight on the Bank’s compliance management is adequate.

5. Extend assistance to the Board in a. defining appropriate governance and compliance policies, practices and structure that will enable

effective oversight over entities in the group and b. ensuring consistent adoption of corporate governance and compliance policies and systems across the

group

Others

Trust Committee (TrustCom)

1 2 2 (Trust

Officer & Financial Market Sector Head)

Responsibility Statement: It is responsible for the acceptance and closing of trust and other fiduciary accounts. It performs initial review of assets placed under the trustee’s or fiduciary’s custody. It is responsible for the investment, reinvestment and disposition of funds or property. The Trust Com reviews and approves transactions between trust and/or fiduciary accounts. Duties and Responsibilities: Trust Com reviews trust and other fiduciary accounts at least once every three (3) years to determine the advisability of retaining or disposing of the trust or fiduciary assets, and/or whether the account is being managed in accordance with the instrument creating the trust or other fiduciary relationship. The Trust Committee is primarily responsible for overseeing the fiduciary activities of the bank. In discharging its function, it shall:

1. Report regularly to the Board on matters arising from fiduciary activities; 2. Ensures that fiduciary activities are conducted in accordance with applicable laws, rules and regulations,

and prudent practices; 3. Ensure that policies and procedures that translate the Board’s objectives and risk tolerance into prudent

operating standards are in place and continue to be relevant, comprehensive and effective; 4. Confirm the acceptance, termination or closure of all trust and other fiduciary as approved by the trust

officer or duly delegated management committee and shall record such in its minutes; 5. Confirm the initial review of assets placed under the trustee’s or fiduciary’s custody as conducted by trust

officer or duly delegated management committee; 6. Approve the investment, reinvestment and disposition of funds or property as endorsed by the trust

officer or duly delegated management committee; 7. Review and confirm transactions between trust and/or fiduciary accounts as approved by a the trust

officer of duly delegated management committee; 8. Note the review of trust and other fiduciary accounts by a duly delegated management committee

performed periodically as required by the regulation to determine the advisability of retaining or disposing of the trust or fiduciary assets, and/or whether the account is being managed in accordance with the instrument creating the trust or other fiduciary relationship.

9. Adopt an appropriate staffing pattern and operating budgets that shall enable the trust department to effectively carry out its functions;

10. Ensure that the officers and staff of the Bank are provided with appropriate training program in the

12

administration and operation of all phases of trust and other fiduciary business; 11. Oversee and evaluate performance of the Trust Banking Group Head/Trust Officer; 12. Oversee the implementation of the Risk Management framework and ensure that internal controls are in

place relative to the fiduciary activities; 13. Take appropriate action on the examination reports of supervisory agencies, internal and/or external

auditors on the Bank’s trust and other fiduciary business and recording such actions thereon in the minutes for confirmation of the Board; and

14. Perform any and all functions that may be deemed necessary or proper in the exercise of its oversight functions over all fiduciary activities.

Risk Oversight (ROC)

None 1 2 1 Principal Function: It is responsible for the development and oversight of the risk management program for the Bank and its Trust Banking Group. Risk Management Structure: The Board has the ultimate overall authority and responsibility for corporate risk management. By virtue of its approval of the Bank’s strategic plans, the Board effectively approves the ways and means by which the plans are carried out, including the risk stance to be adopted. ROC Duties and Responsibilities:

1. Identify and evaluate risk exposures. ROC shall assess the chances of each risk becoming real and assess the potential effect and cost. Priority shall be given to those risks that are deemed most likely to occur and are costly should they happen.

2. Develop risk management strategies. The Committee shall develop a written plan defining strategies for managing and controlling the major risks. It shall identify practical strategies to reduce the chance of harm or failure, and realized losses if the risk is realized.

3. Oversee the implementation of the risk management plan. ROC shall conduct regular discussions on the Bank’s risk exposures based on regular management reports, and evaluate how the concerned units monitored and reduced these risks.

4. Review and revise the risk management plan as needed. The Committee shall evaluate the plan to ensure its continued relevance, comprehensiveness, and effectiveness. It shall revisit strategies, look for emerging or changing exposures, and stay abreast of developments that affect the likelihood of harm or loss. ROC shall report regularly to the Board the Bank’s overall risk exposure, actions taken to reduce the risks, and recommend further actions and/or plans if deemed necessary

Related Party Transaction (RPTC)

None None 3 None Responsibility Statement: It reviews proposals on Related Party Transactions (RPT). Duties and Responsibilities: It reviews proposals by considering the following:

1. Identity of the parties involved in the transaction or relationship; 2. Terms of the transaction or relationship and whether these are no less favorable than terms generally

available to an unrelated third party under the same circumstances;

13

3. Business purpose, timing, rationale and benefits of the transaction or relationship; 4. Approximate monetary value of the transaction and the approximate monetary value of the Related

Party’s interest in the transaction; 5. Valuation methodology used and alternative approaches to valuation of the transaction; 6. Information concerning potential counterparties in the transaction; 7. Description of provisions or limitations imposed as a result of entering into the transaction; 8. Whether the proposed transaction includes any potential reputational risk issues that may arise as a result

of or in connection with the transaction; 9. Impact to a Director’s independence; and, 10. Extent that such transaction or relationship would present an improper conflict of interest.

Domestic Equity Investments (DEIC)

1 2 1 None Responsibility Statement: It assesses the results of operations and provides oversight on the domestic equity investments, as well as to review, evaluate and recommend to the Board, policy matters concerning the Bank’s relationship with its domestic subsidiaries/affiliates and selected equity investments proposals. Duties and Responsibilities: 1. Ensure that domestic equity investments goals support the Bank's mission and vision. 2. Assist the Board in reviewing DEI policies, strategies and programs of the Bank and its subsidiaries. 3. Review the procedures which Management utilized in determining the appropriateness of specific

investments proposals in accordance with policies and limits approved by the Committee. 4. Review specific investments proposals and transactions consistent with DEI policy and guidelines and

recommend appropriate Board action. 5. Monitor the quality and performance of major domestic equity investments in the portfolio. 6. Oversee how policies on cross-selling arrangements are implemented between related companies and the

Bank. 7. Periodically review cross-selling arrangements and report to the Board 8. Review and reassess the adequacy of this Charter annually and recommend any proposed changes to the

Board of Directors for approval. 9. Evaluate the performance of the Committee and its individual members annually. .

Overseas Banking Committee (OBCom)

1 2 1 None Responsibility Statement: The Overseas Banking Committee shall assist the Board of Directors in its oversight functions over the operations and financial performance of the overseas branches and subsidiaries, their compliance with the rules and regulations of their respective host countries and their adherence to the parent bank’s business and corporate governance policies as prescribed by the Bangko Sentral ng Pilipinas and the Philippine Securities and Exchange Commission. Duties and Responsibilities: Exercise oversight over the business activities and financial performance of the overseas branches and subsidiaries as compared to their respective budgets and expressed business strategies.

14

Exercise oversight over the compliance of the overseas branches and subsidiaries to the laws and regulations of the respective host countries as well as to the applicable rules of the Bangko Sentral ng Pilipinas. Review, evaluate and recommend approval to the BOD the Bank’s business plans towards expanding reach, strengthening support and providing quality service of its international banking and money transfer businesses. In this regard, OBCOM shall:

a) Review and endorse for approval of the Board recommendations of the IOSG for the opening or establishment of or closure of overseas branches and subsidiaries.

b) Review and approve changes and amendments in the criteria, policies and procedures in the accreditation of remittance tie-ups/correspondents and remittance agents.

c) Note appointments for the positions of Region Heads and Heads of overseas branches and subsidiaries with the rank of Assistant Vice President or its equivalents and above.

d) Review and endorse the annual business plans and budgets of overseas branches and subsidiaries and

other business activities of the IOSG.

e) Review the financial performance of the overseas branches and subsidiaries regularly.

Monitor the examination results of host country regulators and internal audit reports of the overseas branches and subsidiaries and the implementation of corrective actions that need to be taken from the examination and audit results. Report to the BOD the activities of the OBCOM on a regular basis.

Information Technology Steering Committee (ITSC)

2 2 None 1 (ITG Head)

The ITSC provides governance and oversight in the management of the Bank’s IT resources. Its principal function is to ensure that IT strategies are consistent with the overall business objectives. As an extension of the BOD, it shall supervise the IT Risk Management Program of the Bank and the development of policies, controls and specific accountabilities consistent with the Bank’s IT Risk Management Framework. It should regularly provide adequate information to the BOD regarding overall IT performance, status of major projects or other significant issues related to IT risks.

Anti-Money Laundering Committee (AMLACOM)

1 1 2 None Responsibility Statement: A Board level Committee tasked to assist the Board of Directors in fulfilling its oversight responsibility over the Bank’s AML Compliance Management to make sure that the Bank complies with the provisions of the AMLA, as amended, its Revised Implementing Rules and Regulations (RIRR), and BSP regulations.

Authority:

The AMLACOM shall have explicit authority to cause the investigation of any matter within its terms of reference, full access to and cooperation by Senior Management and full discretion to invite any Director or Officer to attend to its meetings, and adequate resources to enable it to effectively discharge its functions.

15

Duties and Responsibilities:

1. Provide effective oversight of the Bank’s AML Framework.

a. Policies and procedures established by Senior Management are adequate to ensure compliance with

all applicable laws and regulations, and AML risks are managed.

b. Policies and procedures are kept updated and remain relevant to best react on changing AML

regulatory scenarios and conditions.

2. Endorse to the Board for approval the Bank’s Money Laundering and Terrorist Financing Prevention Program

(MLPP) documenting the policies and procedures of the Bank’s compliance with the core components of

AMLA, as amended.

3. Receive regular reports from the Anti-Money Laundering Compliance Committee (AMLCC) on the

effectiveness of the implementation of the Bank’s MLPP and whether Senior Management is taking

appropriate actions on identified weaknesses in its (MLPP) implementation.

4. Review and monitor the overall effectiveness of Anti-Money Laundering Division (AMLD), particularly its

progress on the implementation of its overall business plan.

5. Perform annual self-assessment.

6. Review annually the AMLACOM Charter to reassess its adequacy, incorporate best practices and propose

necessary changes thereto.

2) Committee Members

(a) Executive Committee

Office Name Date of

Appointment

No. of Meetings

Held (2015)

No. of Meetings Attended

%

Length of Service in the Committee

Chairman Arthur Ty April 29, 2015 52 38 73 More than 10 yrs

Member (ED) Fabian S. Dee April 29, 2015 52 49 94 More than 10 yrs

Member (NED) Francisco C. Sebastian (rotating member)

April 29, 2015 52 23 44 5 years

Member (NED) Vicente R. Cuna (rotating member)*

April 29, 2015 52 23 44 2 years

Member (NDM) Mylene A. Caparas April 29, 2015 52 44 84 1 year

Member (NDM) Corazon B. Nepomuceno Noel Z. Yuseco (alternate)

April 29, 2015 52 46 88 3 years

*Mr. Vicente R. Cuna (NED) was appointed into the Excom after the Annual Stockholders meeting, he replaced Mr. Robin King (NED) who attended 5 meetings prior to the April 29, 2015.

16

(b) Audit Committee (AC)

Office Name Date of

Appointment

No. of Meetings

Held (2015)

No. of Meetings Attended

%

Length of Service in the Committee

Chairman (ID) Robin A. King April 29, 2015 8 8 100 8 mos.

Vice –Chairman (ID) Renato C. Valencia April 29, 2015 12 12 100 17 years and 2 mos.

Member (ID) Remedios L. Macalincag* April 29, 2015 12 12 100 8 years 8 mos.

Member (ID) Vicente B. Valdepeñas* April 29, 2015 12 12 100 4 years 8 mos.

Member (ID) Francisco F. del Rosario, Jr. April 29, 2015 12 11 92 2 years and 8 mos.

*members until April 27, 2016

Disclose the profile or qualifications of the Audit Committee members.

Qualifications: As specified in the AC Charter; the members are appointed annually by the Board. It shall be composed of at least three (3) board members, majority of which shall be non-executive directors, and at least two (2) of whom shall be independent directors, including the Chairperson, preferably with accounting and financial management experience, and one (1) of whom shall have related audit experience commensurate with the size, complexity of operations and risk profile of the bank. Profile: RA King – Former Independent Director, Toyota Financial Services Philippines, Inc.; Former Independent Director, First Metro Investment Group; Former Independent Director, PBC Capital Investment Corp.; Former President & CEO, International Bank of California; Former President & Director, Global Business Bank RC Valencia – Chairman/Director, iPeople Inc.; Director, Vulcan Industrial & Mining Corporation , Anglo Philippine Holdings Corporation, House of Investments, Inc., and Malayan Insurance Company, Inc.; Vice Chairman, Asia Pacific Network Holdings, Inc.; Chairman, Hypercash Payment Systems Inc.; Former President/CEO, Social Security System; Former Chairman/CEO, Union Bank of the Philippines FF del Rosario, Jr. – Director, DMCI Homes, Inc. and Mapfre Insular Insurance Corp.; Former President/CEO, Roxas & Co., Inc.; Former Executive Vice President, Dela Salle University; Former Chairman/CEO, Asia Pacific Network; Former Executive Vice President, GSIS; Former President/Director, Cultural Center of the Philippines; Former Undersecretary, Department of National Defense; Former Vice Chairman/President/CEO, Development Bank of the Philippines

Describe the Audit Committee’s responsibility relative to the external auditor. As provided in its charter, one of the duties and responsibilities of the AC is to exercise effective oversight of external audit functions. With respect to the Bank’s independent external auditors, the AC is responsible to: 1) Appoint, re-appoint, and terminate the independent external auditors;

17

(c) Nomination Committee

Office Name Date of

Appointment

No. of Meetings

Held (2015)

No. of Meetings Attended

%

Length of Service in the Committee

Chairman (ID) Robin A. King* April 29, 2015 6 6 100 5 years & 3 months

Member (NED) Vicente B. Valdepeñas, Jr.** April 29, 2015 6 6 100 8 months

Member (ID) Jesli A. Lapus April 29, 2015 6 5 83 8 months

Effective April 27, 2016 *Robin A. King becomes a member **Replaced by Renato C. Valencia (ID), acts as Chairman

(d) Corporate Governance and Compensation Committee

Office Name Date of

Appointment

No. of Meetings

Held (2015)

No. of Meetings Attended

%

Length of Service in the Committee

Chairman (ID) Rex C. Drilon II April 29, 2015 6 6 100 3 years

Vice –Chairman (ID) Remedios L. Macalincag** April 29, 2015 6 5 83 8 years and 10 months

Member (ED) Arthur Ty April 29, 2015 6 6 100 3 years and 8 months

Member (NED) Antonio V. Viray* April 29, 2015 4 3 75 4 years and 4 months

Member (ID) Francisco F. del Rosario, Jr. April 29, 2015 6 6 100 2 years and 7 months

*member until September 2015

2) Review and approve the annual plan (including scope, audit frequency, and resources) of the external auditors; 3) Discuss with external auditors before the audit commences the nature, scope and expenses of the audit, and ensure coordination where more than one audit firm is involved; 4) Review independent external auditors’ report on the results of the audit of the annual financial statements before these are submitted to the Board for approval, focusing

particularly on any change/s in accounting policies and procedures, major estimates, assumptions and judgmental areas, unusual or complex transactions, significant adjustments, material errors and fraud, going concern assumption, compliance with accounting standards, and compliance with tax, legal and regulatory requirements;

5) Review reports of external auditors and ensure that Management is taking appropriate corrective actions, in a timely manner in addressing control weaknesses and non-compliance with policies, laws and regulations and other issues identified by auditors. Furthermore, significant matters in the said reports should be reported to the Board of Directors;

6) Keep the nature and extent of non-audit services provided by the external auditors under review and disallow any non-audit work that will conflict with or pose a threat to the independence of the external auditors;

7) Meet with the lead audit partner and other members of the audit team as necessary, without the presence of management, to discuss issues arising from the audit and any other matters that the external auditors may wish to raise with the AC and vice versa;

8) Conduct regular performance appraisal of external auditors; 9) Ensure that the external auditors shall have free and full access to all the Bank’s records, properties and personnel relevant to the audit activity, and that audit be given latitude in

determining the scope of auditing examinations, performing work, and communicating results and shall be free from interference by outside parties in the performance of work; and

10) Recommend necessary enhancements in the audit processes.

18

**retired effective April 27, 2016, replaced by Jesli A. Lapus

(e) Others (Specify) Provide the same information on all other committees constituted by the Board of Directors:

Trust Committee Name Date of

Appointment

No. of Meetings

Held (2015)

No. of Meetings Attended

%

Length of Service in the Committee

Chairman (ID) Jesli A. Lapus April 29, 2015 11 11 100 5 years

Vice Chairman (ID) Rex C. Drilon II April 29, 2015 11 11 100 3 years

Member (ND) Edmund A. Go April 29, 2015 11 10 90 3 years

Member (ED) Fabian S. Dee* April 29, 2015 11 10 90 3 years

Member Josefina T. Tuplano April 29, 2015 11 10 90 3 years

* replaced by Fernand A. Tansingco effective April 27, 2016

Risk Oversight Committee Name Date of

Appointment

No. of Meetings

Held (2015)

No. of Meetings Attended

%

Length of Service in the Committee

Chairman (NED) Edmund A. Go April 29, 2015 13 12 92 8 years & 6 mos.

Vice Chairman (ID) Jesli A. Lapus April 29, 2015 13 9 69 5 years & 4 mos.

Member (ID) Vicente B. Valdepenas Jr.*

April 29, 2015 13 13 100 4 years & 8 mos.

Member (ID) Renato C. Valencia April 29, 2015 13 11 85 17 years & 2 mos.

Member (ID) Remedios L. Macalincag* April 29, 2015 13 13 100 10 years & 2 mos.

*Replaced by Joshua E. Naing effective April 27, 2016.

Related Party Transaction Committee

Name Date of

Appointment

No. of Meetings

Held (2015)

No. of Meetings Attended

%

Length of Service in the Committee

Chairman (ID) Renato C. Valencia April 29, 2015 13 12 92 5 years

Vice –Chairman (ID) Rex C. Drilon II April 29, 2015 13 11 85 3 years & 3 mos

19

Member (ID) Remedios L. Macalincag* April 29, 2015 13 12 92 5 years

Member (ID) Vicente B. Valdepeñas* April 29, 2015 13 13 100 4 years & 8 mos.

*Retired effective April 27, 2016, replaced by Robin A. King (ID)

Domestic Equity Investments Committee

Name Date of

Appointment

No. of Meetings

Held (2015)

No. of Meetings Attended

%

Length of Service in the Committee

Chairman (ID) Francisco F. Del Rosario, Jr. April 29, 2015 5 3* 60 8 mos.

Vice - Chairman (ID) Robin A. King**** April 29, 2015 5 5 100 4 years 8 mos.

Member (ED) Arthur V. Ty April 29, 2015 5 5 100 3 years 8 mos.

Member (ID) Jeslie A. Lapus**** April 29, 2015 5 5 100 4 years 10 mos.

Member (NED) Francisco C. Sebastian April 29, 2015 5 4 80 4 years 10 mos.

Member (NED) Alfred V. Ty October 01, 2015

5 1** 20 3 mos.

Member (ID) Rex C. Drilon II**** April 29, 2015 5 5 100 3 years & 2 mos

Member (Head of Internal Audit Group)

Maritess B. Antonio April 29, 2014 5 2*** 40 4 years

*appointed as Chairman only in April 2015, thus was able to attend meetings beginning 3rd

quarter only **appointed as member in October 2015, thus was able to attend the last quarter meeting only *** member until April 29, 2015 ****members until April 27, 2016

Overseas Banking Committee

Name Date of

Appointment

No. of Meetings

Held (2015)

No. of Meetings Attended

%

Length of Service in the Committee

Chairman (ID) Remedios L. Macalincag**** April 29, 2015 4*** 4 100 8 mos.

Vice Chairman (NED) Francisco C. Sebastian**** April 29, 2015 6 4 70 12 years

Member (ID) Robin A. King* April 29, 2015 6 6 100 5 years

Member (ED) Arthur Ty** April 30, 2014 2*** 2 100 10 years

Member (ED) Fabian S. Dee April 29, 2015 6 5 80 4 years

Member (ID) Francisco F. del Rosario, Jr. April 29, 2015 6 5 80 2 years

Member (NED) Alfred Ty September 23, 2015

2*** 1 50 3 months

*Chairman until April 28, 2015;member until April 27, 2016

20

**Member until April 28, 2015; ***Number of meetings required to attend **** Retired effective April 27, 2016 *****Appointed Chairman effective April 27, 2016

Information Technology Steering Committee

Name Date of

Appointment

No. of Meetings

Held (2015)

No. of Meetings Attended

%

Length of Service in the Committee

Chairman (ED) Arthur Ty October 2013 7 7 100 2 years and 2 mos.

Vice Chairman (NED ) Vicente R. Cuna Jr. April 2015** 7 5 71 1 year and 8 mos.

Member (ED) Fabian S. Dee April 2015** 7 7 100 2 years and 2 mos.

Member (NED) Edmund A. Go October 2013 7 4 57 2 years and 2 mos.

Member (Head, IT Group) Bernardino V. Ramos August 2015 7 2* 29 4 mos.

Anti-Money Laundering Committee (AMLACOM)

Name Date of

Appointment

No. of Meetings

Held (2015)

No. of Meetings Attended

%

Length of Service in the Committee

Chairman (NED) Edmund A. Go April 29, 2015 9 8 89 2 years

Member (ED ) Arthur Ty April 29, 2015 9 8 89 2 years

Member (ID) Rex C. Drilon II April 29, 2015 9 8 89 2 years

Member (ID) Robin A. King April 29, 2015 9 7 78 2 years

3) Changes in Committee Members

Indicate any changes in committee membership that occurred during the year and the reason for the changes:

Name of Committee

Name Reason

Nominations Committee Vicente B. Valdepeñas, Jr. Renato C. Valencia

Retired as Independent Director effective April 27, 2016; replaced by Renato C. Valencia, appointed as Chairman

Corporate Governance and Compensation Committee

Remedios L. Macalincag Jesli A. Lapus

Retired as Independent Director effective April 27, 2016 Appointed as member effective April 27, 2016

Related Party Transactions Committee

Remedios L. Macalincag Vicente B. Valdepeñas Robin A. King

Retired effective April 27, 2016 Appointed as member effective April 27, 2016

Trust Committee Fernand A. Tansingco Appointed as member effective April 27, 2016 replacing

21

Fabian S. Dee who was appointed as Resource Person

Overseas Banking Committee Robin A. King Remedios L. Macalincag Francisco C. Sebastian

Excluded as member effective April 27, 2016 Resigned as Chairperson/member effective April 27, 2016 Appointed as Chairman effective April 27, 2016

Domestic Equity Investments Committee

Robin A. King Jesli A. Lapus Rex C. Drilon

Excluded as members effective April 27, 2016.

Audit Committee Remedios L. Macalincag Vicente B. Valdepeñas

Retired effective April 27, 2016

Risk Oversight Committee Remedios L. Macalincag and Vicente B. Valdepeñas Joshua E. Naing

Excluded as members effective April 27, 2016 Inclusion as member effective April 27, 2016

4) Work Done and Issues Addressed

Describe the work done by each committee and the significant issues addressed during the year.

Name of Committee Work Done Issues Addressed

Executive Approved all loan proposals and policies submitted to the Committee for approval in 2015

All significant issues raised during the Committee meetings for the year were addressed accordingly.

Audit 1. Oversight of External Auditors a. appointment b. review and approval of scope and plan c. review reports d. non-audit work

2. Oversight of Internal Auditors a. review of Audit Com and IA Charters and audit plan b. review audit reports, including status of corrective actions c. review accomplishment of plan d. performance evaluation

3. Self-Assessment & Annual Performance Report 4. Reviewed financial statements

1. Reviewed and updated the Audit Committee and Internal Audit Charters.

2. Reviewed the results of the BSP Examination and received updates on actions taken to resolve significant matters.

3. Monitored resolution of significant audit observations and reviewed status reports of major projects.

4. Reviewed results of case/AML investigations including e-fraud.

Note: AC Report to the Board is included in the Bank’s Annual Report.

Nomination Reviewed and evaluated qualifications of all persons nominated to the Board as well as those nominated to other positions requiring appointment by the Board. Amended the Charter of the Committee to align the same with the provisions of the Company By-Laws.

All significant issues raised during the Committee meetings for the year were addressed accordingly.

Corporate Governance and Compensation

1. Provided effective oversight on corporate governance practices over the Bank and entities in the group

2. Assisted the Board in fulfilling its corporate governance responsibilities

All significant compliance and governance issues raised during the Committee meetings for the year were addressed accordingly, which include the following:

22

3. Ensured the effectiveness and due observance by the Board of corporate governance principles and guidelines

4. Made recommendations to the Board regarding the continuing education of directors, assignment to board committees, succession plan for the senior officers, and the remuneration policy linked to the corporate and individual performance

5. Provided oversight in the implementation of the Bank’s compliance system and ensured that oversight on the Bank’s compliance management is adequate.

6. Extended assistance to the Board in a. defining appropriate governance and compliance policies, practices and

structure that will enable effective oversight over entities in the group and

b. ensuring consistent adoption of corporate governance and compliance policies and systems across the group

7. Overseen the performance evaluation of the Board, Committees, executive management and interlocking directors or officers and the conduct of annual self-evaluation for its performance.

1. compliance and regulatory issues; 2. general status of the Bank’s level of regulatory compliance; 3. approval of the Bank’s Compliance Program, Corporate Governance

Manual; and 4. Corporate Governance Scorecards (ICD/PSE)

Others

Trust Committee Oversight of the fiduciary activities of the Bank. All significant issues raised during the Committee meetings for the year were addressed accordingly, such as the following: 1. Approval of new products and product enhancements 2. Handling of accounts with unusual circumstances 3. Resignation from selected pre-need accounts 4. Updating of Trust Compliance Manuals and Manual of Policies and

Procedures 5. Results of audit examinations 6. Strategic Plans 7. Directions regarding new regulations on Stand-alone Trust

Corporation (SATC) and PERA 8. Streamlining of processes and improvement of forms 9. Interest Rate Corridor strategy of BSP 10. Review of Contingency Liquidity Plan 11. Creation of the Product Sales & Marketing Committee (PSMC) and its

Charter 12. Revision of OPSCOM Charter 13. Reconstitution of Trust Com Sub-Committees 14. Manpower requirement/ Trust re-organization 15. Budget and Performance Review

Risk Oversight As stated in the ROC Charter, the oversight of risk management is as follows: a. Identification and evaluation of risk exposures; assessment of the

All significant issues raised during the Committee meetings for the year have been addressed accordingly.

23

chances of each risk becoming real and assess the potential effect and cost.

b. Developing risk management strategies/written plan defining strategies for managing and controlling the major risks; identification of practical strategies to reduce the chance of harm or failure, and minimize losses if the risk is realized.

c. Oversight on the implementation of the risk management plan. d. Conduct of regular discussions on the Bank’s risk exposures based on

regular management reports, and evaluation of how the concerned units monitored and reduced these risks.

e. Review and revision of the risk management plan as needed; evaluation of the plan to ensure its continued relevance, comprehensiveness, and effectiveness.

f. Review of strategies, look for emerging or changing exposures, and stay abreast of developments that affect the likelihood of harm or loss. RMC shall report regularly to the BOD the Bank’s overall risk exposure, actions taken to reduce the risks, and recommend further actions and/or plans if deemed necessary.

Related Party Transaction

Reviewed proposals on related party transactions (RPTs) by considering, among others, the following:

1. Identity of the parties involved in the transaction or relationship; 2. Terms of the transaction or relationship and whether these are no less

favorable than terms generally available to an unrelated third party under the same circumstances;

3. Business purpose, timing, rationale and benefits of the transaction or relationship;

4. Approximate monetary value of the transaction and the approximate monetary value of the Related Party’s interest in the transaction;

5. Valuation methodology used and alternative approaches to valuation of the transaction;

All RPTs submitted for review and RPT issues raised during the Committee meetings for the year were addressed accordingly.

Domestic Equity Investment

1. Assessed the results of operations of all active domestic subsidiaries/some selected affiliates.

2. Made the Board aware of the performance and any risk exposures of these entities in the group as well as the risks these pose to the Bank.

3. Review cross-selling arrangements of the Bank with Financial Product Providers

1. Improved the Board’s oversight over domestic investments in subsidiaries/selected affiliates,

2. Raised the Board’s awareness on the results of operations of all active domestic subsidiaries/selected affiliates including any risks exposures.

Overseas Banking Committee

1. Exercised oversight on the business activities and financial performance of foreign offices and branches as compared to their budgets and business strategies

2. Exercised oversight over the compliance of the foreign offices and branches to the laws and regulations of the respective host countries as

All significant issues raised during the Committee meetings for the year were addressed accordingly.

24

well as to the applicable rules of the BSP. 3. Reviewed, evaluated and endorsed for Board approval the application for

additional capital of a foreign branch. 4. Reviewed the business plans/strategies for two (2) foreign branches. 5. Noted the relocation of a branch of a foreign office and a foreign branch 6. Noted the appointment of a new General Manager of a foreign branch. 7. Reviewed and endorsed the 2015 business plans and budgets of foreign

offices and branches 8. Monitored the examination results of host country regulators and internal

audit reports of foreign offices and branches and the implementation of corrective actions.

Information Technology Steering

1. Review and Approval of the ITSC Charter (2015) 2. Review of Delivery Dashboard 3. Review of BSP / Audit Action Items 4. Review of IT Risk Assessment 5. Review and Confirmation of ITGC Approved projects 6. Review and Confirmation of IT and IS related policies and standards 7. Review of e-Channels Performance

Compliance with BSP Circular 808

Anti-Money Money Laundering

1. Review and revision of the AMLACOM Charter 2. Review and evaluation of the Bank’s AML Framework 3. Notation of the Minutes of Meetings of the Anti-Money Laundering

Compliance Committee 4. Confirmation/approval of new AML-related policies 5. Review of AML-related findings by regulatory agencies and Internal Audit

Reports 6. Monitor progress of AML System project 7. Review Covered and Suspicious Transaction Reports filed; monitor account

disposition 8. Review and monitor compliance to Bank Inquiry Orders/Resolutions

received from the AMLC and Court of Appeals 9. Review AML Training program and compliance testing done by AMLD 10. Conduct self-assessment 11. Review of results of administrative investigation on certain AML cases 12. Review of AML risk rating of Bank products 13. Review of disposition of certain high risk accounts 14. Review of revisions to the Responsibility Statement of AMLD 15. Review and endorsement for Board approval of the Revised Money

Laundering and Terrorist Financing Prevention (MLPP) Manual

To perform its core responsibility in assisting the Board of Directors fulfill its oversight function over the Bank’s AML Compliance Management to make sure that the Bank complies with the provisions of the AMLA, as amended, its Revised Implementing Rules and Regulations (RIRR), and BSP regulations.

5) Committee Program

25

Provide a list of programs that each committee plans to undertake to address relevant issues in the improvement or enforcement of effective governance for the coming year.

Name of Committee Planned Programs Issues to be Addressed

Executive 1. Review the Bank’s corporate plans, strategies that may be endorsed by the various committees for Excom’s approval

2. Evaluate loan proposals in excess of the authority delegated to the Senior Credit Committee,

3. Approve risk exposures for the following types of entities: a. Commercial Exposures to Corporations and Businesses b. Consumer / Retail Exposures under Existing Policy c. Bank and Non-Bank Financial Institutions d. Country Risk Limits

4. Approve credit policies.

All significant issues that will be raised during the Committee meetings for the year

Audit To assist the Board in fulfilling its statutory and fiduciary responsibilities, enhancing shareholder value, and protecting shareholders’ interest through (a) effective oversight of internal and external audit functions, (b) transparency and proper reporting, (c) compliance with laws, rules and regulations; and code of conduct, and (d) adequate and effective internal controls.

1. Provide effective oversight of external and internal audit functions, including insourcing and outsourcing of internal audit activities.

2. Ensure transparency and proper reporting with emphasis on the reports’ integrity, timeliness and compliance with standards;

3. Ensure compliance with Bank policies, and applicable laws, rules and regulations and code of conduct; and

4. Ensure adequate and effective internal controls.

All significant issues that will be raised during the Committee meetings for the year

Nomination Review and evaluate the qualifications of all persons nominated to the Board as well as those nominated to other positions requiring appointment by the Board.

All significant issues that will be raised during the Committee meetings for the year.

Corporate Governance and Compensation Committee

The Corporate Governance and Compensation Committee shall continue to assist the Board in fulfilling its statutory and fiduciary responsibilities, enhancing shareholder value, and protecting shareholders’ interest through the following, among others:

1. Provide effective oversight on corporate governance practices over the Bank and entities in the group.

2. Ensure the Board’s effectiveness and due observance of corporate governance principles and guidelines

3. Oversee the periodic performance evaluation of the Board and its committees, executive management and interlocking directors or officers and conduct of annual self-evaluation for its performance.

4. Assist the Board in fulfilling its corporate governance responsibilities. 5. Provide oversight in the implementation of the Bank’s compliance system. 6. Decide the manner by which the Board’s performance shall be evaluated and

All significant compliance and governance issues that will be raised during the Committee meetings for the coming year.

26

propose an objective performance evaluation criteria approved by the Board. 7. Decide whether or not a director is able to and has been adequately carrying

out his/her duties as director bearing in mind the director’s contribution and performance (e.g., competence, candor, attendance, preparedness and participation).

8. Determine whether or not a director or officer who has multiple positions is able to and has been adequately carrying out his/her duties and, if necessary, recommend changes to the board based upon said performance/review

9. Make recommendations to the Board regarding the continuing education of directors, assignment to board committees, succession plan for the senior officers, and the remuneration policy linked to the corporate and individual performance to ensure that compensation is consistent with the Bank’s culture, strategy and the business environment in which it operates.

10. Define appropriate governance and compliance policies, practice and structure that will enable effective oversight over entities in the group

11. Ensure consistent adoption of corporate governance and compliance policies and systems across the group.

12. Ensure that a Compliance Program is defined for the bank and that compliance issues are resolved expeditiously.

13. In coordination with the Nominations Committee, review and evaluate the qualifications of all persons nominated to the Board as well as those nominated to other positions requiring appointment by the Board of Directors.

Others (specify)

Trust 1. Continuously review the Manual of Policies and Procedures (MOPP) and revise as necessary

2. Monitor the progress of activities that focus on addressing audit observations 3. Enhance consumer protection framework

All significant issues that will be raised during the Committee meetings for the year

Risk Oversight Continued oversight of risk management, which in turn is guided by the Risk Management Manual. This serves as the governing policies & processes as business & risk dynamics evolve.

Any issue that will arise in the course of the year in order that the ROC will remain on top of the risks that will evolve in due course of business.

Related Party Transaction

The RPTC shall continue to review proposals on RPTs by considering, among others, the following: 1. Identity of the parties involved in the transaction or relationship; 2. Terms of the transaction or relationship and whether these are no less favorable

than terms generally available to an unrelated third party under the same circumstances;

3. Business purpose, timing, rationale and benefits of the transaction or relationship;

4. Approximate monetary value of the transaction and the approximate monetary value of the Related Party’s interest in the transaction;

5. Valuation methodology used and alternative approaches to valuation of the

Review of all related party transaction and related party transaction issues that will be raised during the Committee meetings

27

transaction;

Domestic Equity Investments

Continuous assessment of the viability of investments in domestic subsidiaries and selected affiliates.

To improve Board’s oversight over the performance and continuing viability of the equity investments in domestic subsidiaries and selected affiliates.

Overseas Banking Committee

Implementation of business strategies/recovery plans, subject for Board approval All significant issues that will be raised during the Committee meetings for the year.

Information Technology Steering

1. IT Tactical Plan for the year 2. IT Strategic Plan 3. ITG, ISD Monthly Performance Report 4. Review of Strategic and Large BAU projects with special focus on Core Banking

Project 5. Review and Confirmation of ITGC Initiatives

a. Vendor Management b. IT Organization Management c. Information Security Asset – Based Risk Assessment d. Systems Inventory and Management e. Obsolescence Plan

Other requirements in compliance with BSP Circular 808

Anti-Money Money Laundering

Full completion of new SAS AML System Full implementation of the new AML System by end of 2016

F. INTERNAL AUDIT AND CONTROL

(a) Resignation, Re-assignment and Reasons

Disclose any resignation/s or re-assignment of the internal audit staff (including those employed by the third-party auditing firm) and the reason/s for them.

Name of Audit Staff Reason

Magsino, Jennifer F. To focus on family business

Germino, Phi Loren Marie D. To take care of her father who suffered a mild stroke

Esteban, Johanna Dominique G. Transferred to a private company

Oandasan, Xyrille Ada A. Work Abroad

Manuel, Lovely May A. Transferred to a private company

*resignation from January 1 to April 30, 2016

G. ROLE OF STAKEHOLDERS

28

1) Disclose the company’s policy and activities relative to the following:

Policy Activities

Customers' welfare Code of Conduct - Customer Care Customers are the driving force behind everything we do. We continuously prioritize their needs.

Our customers expect, among others, that: (1) We deliver on our promises, dependably and accurately; (2) Our employees are knowledgeable and courteous, conveying trust and confidence; (3) We are willing to help and provide prompt service. Failure to attend promptly to clients’ requests/inquiries and rumor-mongering, gossiping and character assassination of clients are among the examples of non-acceptable behavior under this standard of conduct. Customer Protection Policy Manual (CPPM) The CPPM is developed to enumerate the basic principles and ethical business practices that govern the conduct of the Bank in dealing with its customers, setting out the standards of consumer protection in the areas of disclosure and transparency, protection of client information, fair treatment, effective recourse and financial education. It provides assurance that the Bank and its employees comply with consumer protection laws, rules and regulations, thus ensuring that consumer protection practices are embedded in the Bank’s business operations which address and prevent identified risks to the Bank and associated risk of financial harm or loss to its customers. The CPPM is created to ensure that customer protection is inherent in the Bank’s day-to-day operations, providing the foundation in ensuring the Bank’s adherence to customer protection standards of conduct.

Supplier/contractor selection practice

1. Policy on outsourcing of banking support and marketing activities and requirements on outsourcing provides guidelines on accreditation of service providers as well as monitoring and reviewing of their performance.

2. Vendor Management Policy

It provides guidelines in the purchase or acquisition of products or services from vendors and mitigates risks of dealing with unqualified vendors. It shall also ensure that the Bank’s vendor management guidelines are compliant with Bangko Sentral ng Pilipinas (BSP) regulations. It prescribes processes for the accreditation and selection of vendors, execution of contracts and related documents and performance review of vendors providing products & services and shall be composed of the following stages: a. Accreditation/Re-accreditation – process of determining the legality and financial stability of the vendor to undertake the delivery of

products or services b. Selection and Bidding – process of evaluating and choosing the vendor that is capable of providing the desired product or service

c. Contract Management – process of managing contract creation, execution and analysis to maximize operational and financial performance while minimizing financial risks. It consists of the activities such as negotiation, documentation of the agreed terms and conditions, submission of documentary and supporting documents, approval and execution of the contract, including amendments, if any and safekeeping of the duly executed contract

d. Performance Evaluation – process of assessing if the vendor was able to provide agreed deliverables, in accordance with the Bank’s

29

requirements

Safeguarding creditors' rights Code of Conduct - Customer Care (depositors are the Bank’s significant creditors) The Bank is committed to meet its contractual obligations with all creditors and counterparties based on the terms and conditions agreed with them. The depositors are the Bank’s significant creditors. Depositors/customers are the driving force behind everything we do. We continuously prioritize their needs.

Our customers expect, among others, that: (1) We deliver on our promises, dependably and accurately; (2) Our employees are knowledgeable and courteous, conveying trust and confidence; (3) We are willing to help and provide prompt service. Failure to attend promptly to clients’ requests/inquiries and rumor-mongering, gossiping and character assassination of clients are among the examples of non-acceptable behavior under this standard of conduct.

1) Does the company have a separate corporate responsibility (CR) report/section or sustainability report/section? Yes. The Annual Report includes a separate corporate responsibility report/ section.

We create health programs that ensure the physical well-being of our employees. Metrobank actively promotes a healthy lifestyle through its Go 4 Health Program, a banner wellness program that starts with a wellness check of employees in our headquarters, the results of which were the basis of choosing relevant health interventions for our workforce, such as Zumba classes and partnerships with gyms and other health institutions where our employees can enroll with a substantial discount. We disseminate bulletins on eating right, exercise, and the importance of preventing diseases. We also partner with our canteen’s commissary to ensure that food items offered by our concessionaires are healthy and safe for consumption. To encourage camaraderie among our employees, we hold regular sports tournaments, and support special interest groups formed by employees that advocate healthy hobbies, such as yoga, basketball, and running. To promote holistic development, we provide avenues for active community involvement and participation in nation-building activities through our corporate social responsibility unit, the Purple Hearts Club, which offers volunteerism activities for community health, education and environment causes every week.

3) Performance-enhancing mechanisms for employee participation.

(a) What are the company’s policy for its employees’ safety, health, and welfare?

Metrobank actively promotes, as signified in its policy, a safe and healthy work environment that is conducive to the well-being and professional development of its employees, as follows: We institute programs to ensure the safety of its people. We conduct regular branch visitations to prevent occupational hazards in the workplace. We prepare employees for situations that may endanger their lives, including conducting annual fire and earthquake drills, installing smoke and fire alarms at all offices and branches, and establishing and testing evacuation plans for fire, earthquake and other fortuitous events. Lectures on bank security are part of the new hires orientation to equip our personnel on what to do for suspicious events and emergency situations especially in the branches. Call trees are created, updated and tested to be used in emergency events. Fire exits and escape signs are well-established and well-lit, and fire extinguishers are placed in each floor of our offices, and in every branch. In this respect, the Bank fully complies with requirements of the Bureau of Fire Protection (BFP) and the Bangko Sentral ng Pilipinas (BSP). We are also compliant to the latter’s requirements in developing and continually updating and testing a business continuity plan, such that business operations can still continue safely even after an actual disaster.

30

We are also committed to promote a workplace that is free from drug abuse, and conduct periodic random drug testing among our employees nationwide, compliant with the provisions of RA 9165 (Comprehensive Dangerous Drugs Act of 2002). We advocate a work-life balance that allows for the professional and personal growth of our people, and to keep them motivated and energized. The Bank also gives adequate paid time off to allow them to attend to personal and family matters.

We strive to protect our employees against harassment of any kind. We strongly enforce corporate discipline among our employees, and make our Code of Conduct known to all of our employees from Day One. We have established and implemented a valid and subsisting Anti-Sexual Harassment Policy compliant with the Anti-Sexual Harassment Act (RA 7877). Any form of harassment, discrimination, abuse, threat and coercion is not tolerated. We have installed an administrative process that deals with such occurrences swiftly, justly and decisively. We also comply with RA 9262 (Anti-Violence against Women and their Children “VAWC”) by providing support to any female employee who may be a victim of violence that falls under this act, and granting them additional leave benefits to attend to related medical and legal concerns. We strive to empower Metrobankers with the right skills, knowledge, work ethics and expertise that are relevant to the stakeholders. We are fully committed to ensuring that all employees perform their work consistently to high standards and achieve their full potential. We recognize that training and development is fundamental to the improvement of the bank’s operational performance and the achievement of the bank’s strategy and goals.

(b) Show data relating to health, safety and welfare of its employees.

As of May 31, 2016, there are no recorded incidents of work related accidents or illnesses.

(c) State the company’s training and development programmes for its employees. Show the data.

The Bank is guided by training certification plans per position. The training is grouped according to job-related technical programs, institutional behavioral-leadership programs, institutional behavioral-management programs, institutional-functional programs.

Training Take-up as of May 31, 2016 and based on employees due for certification for the year 2016 :

Metrobank has in place a Family Welfare Program that advocates the health and welfare of our workforce and their families. We provide comprehensive health insurance not only to our employees, but to their qualified dependents as well. We conduct free physical examinations in partnership with our medical affiliate, the Manila Doctors Hospital, and accredited hospitals of our health maintenance organization partners. We also engage a physician and a registered nurse who give free medical advice and basic medical treatment in an adequate clinic in our headquarters. We provide each branch and field office with first aid kits which are well-stocked with potent medicines and sufficient medical supplies. We comply with government regulations that support the prevention and control of infectious diseases, such as tuberculosis (Dept. Order 73-05 or the Guidelines for the Implementation of Policy and Program on TB Prevention and Control in the Workplace) and HIV (RA 8504 or the Philippine AIDS Prevention and Control Act of 1998) by providing medical support for treatment of those afflicted by them. Also, pursuant to RA 9710 or the Magna Carta of Women, female employees who have undergone surgery caused by gynecological disorders are entitled to paid leaves in accordance with the law to allow them to fully recover (“Special Leaves for Women”).

31

a) Institutional-Functional 1) NEO- 100.00% (331/311) 2) AMLA – 99.93% (12,197/12,206) 3) Infosec - 99.93% (12,197/12,206)

b) Job-Related Technical – 79.00%

On a bank-wide basis, a total of 12,197 (out of 12,206 population of active employees) were able to attend at least 1 training/seminar. Average training man-days is 7.23 mandays of training.

H. DISCLOSURE AND TRANSPARENCY

1) Ownership Structure (a) Holding 5% shareholding or more (as of December 31, 2015)

Shareholder Number of Shares Percent Beneficial Owner

PCD Nominee (Non-Filipino) 1,079,783,162 33.954% Various

GT Capital Holdings, Inc. 806,781,945 25.369% GT Capital Holdings, Inc.

PCD Nominee (Filipino) 437,298,631 13.751% Various

4) Medium of Communication

List down the mode/s of communication that the company is using for disseminating information. a. The Bank files disclosures and press releases to the PSE, which are then uploaded on PSE EDGE, the new reporting website of PSE; since November 2014, disclosures have also been sent

to the Philippine Dealing and Exchange Corp. (PDEX), where Metrobank has 2 listed securities b. The Bank’s Investor Relations Dept. holds one-on-one meetings and conference calls and attends roadshows as requested by analysts and investors.

Last Non-Deal Roadshow was in November 2015 in Kuala Lumpur, Singapore and Hong Kong hosted by Maybank, DBS, Citi and Macquarie.

Last International Conference was arranged in Singapore by DBS Singapore, Jan 2016

Last Manila Conferences were hosted by JP Morgan, Jan 2016 and Deutsche Regis Partners, Oct 2015 c. Media briefing before or after the Annual Stockholders Meeting d. The Integrated Marketing Services Division (IMSD) also arranges regular (quarterly) lunch meetings with selected members of media as the need arises

April 27, 2016

February 23, 2016

e. Other reports, disclosures and bank news are posted in the Bank’s website and e-mailed to the Investor Relations mailing list.

32

5) Date of release of audited financial report

February 23, 2016 (2015 Audited Financial Report) (filed with SEC)

7) Disclosure of RPT

Significant RPTs are disclosed in the Notes to the financial statements. These include the following:

RPT Relationship Nature Contract Price/ Amount

Federal Land, Inc. (FLI) Other Related party Proceeds from sale of ROPA Php 1.76 Bn

Bonifacio Landmark Realty and Development Corporation (BLRDC)

A jointly controlled entity of GT Capital Holdings, Inc. (Stockholder with significant influence) through FLI

Purchase of commercial and office spaces located at Bonifacio Global City.

Php4.55 Bn

FLI and Federal Land Orix Corp. Other related party

Parcels of land and former branch sites contributed to joint venture operations

Php 401.0 MM

Metro Remittance (Japan) Co. Ltd. 100%-owned subsidiary Additional capital infusion JPY 75.00 MM

3. Does the company observe a minimum of 21 business days for giving out of notices to the AGM where items to be resolved by shareholders are taken up? a. Date of sending out notices:

March 30, 2016

b. Date of the Annual/Special Stockholders’ Meeting:

April 27, 2016

4. State, if any, questions and answers during the Annual/Special Stockholders’ Meeting

Excerpt from the Minutes of the Annual Stockholders’ Meeting held on April 29, 2015:

QUESTIONS AND COMMENTS FROM THE STOCKHOLDERS

J. RIGHTS OF STOCKHOLDERS

33

Below is a summary of the questions and comments raised by the stockholders during the Meeting.

1. Responsibility for Reviewing Branch Transactions

In relation to the ongoing investigation by the Senate Blue Ribbon Committee on the US$81 million withdrawn from a branch of a local bank, Metrobank stockholder Phillip

Turner asked how Metrobank ensures that branch transactions are properly reviewed.

In reply, President Fabian S. Dee discussed the Bank’s various levels of control in the review of branch transactions. He also mentioned the daily senior management meetings

where matters such as significant flow of funds, among other significant transactions, are discussed.

2. Securing the SWIFT messaging system

Mr. Turner asked for Mr. Dee’s opinion on the reported hacking of the SWIFT messaging system.

President Dee replied that there has been no confirmation of the alleged hacking of the SWIFT messaging account of the Central Bank of Bangladesh. There have been reports

that it was not a hacking incident at all but rather, a case of duly-authorized personnel actually accessing the SWIFT account and sending the messages. Metrobank has sufficient

maker-checker controls in place to prevent this from happening.

3. Calamities in Japan: Impact to Business

Moving on, Mr. Turner referred to the tsunami that hit Japan some years back and the latest earthquake in Southern Japan. It is forecasted that it will take years before

operations get back to normal. How will this affect Metrobank’s business interests in Japan?

President Dee replied that in terms of credit exposure, as a result of the negative interest rates, most borrowings happen within Japan. Banking businesses outside of Japan are

limited to cash management, foreign exchange and treasury transactions. So the risk to Metrobank is limited. There is a possibility though of Japanese manufacturers relocating

offshore, to Indonesia, Thailand, Vietnam and the Philippines. This is an opportunity that Metrobank’s dedicated Japan Desk can explore.

4. Insider Trading Policy

Another stockholder, Mr. Roberto Go, asked for a background on the insider trading policy. President Dee replied that the policy was put in place to ensure proper handling of

material non-public information and that no insider with knowledge of such information is able to use it to his advantage. All transactions should be professional, at arm’s

length and at objective prices.

5. Whistle Blowing Policy

34

Mr. Go then asked whether employees receive monetary reward in relation to the whistle-blowing policy. Mr. Dee replied that the policy extends due recognition to the

whistle-blower, not in terms of monetary reward but, rather, a recognition that comes from the heart.

6. Expression of Support to Metrobank

Lastly, stockholder Ms. Elvie Estavillo thanked Metrobank’s management and staff, and wished that Metrobank continues to be the country’s strongest bank.

1. Result of Annual/Special Stockholders’ Meeting’s Resolutions

Resolution Approving Dissenting Abstaining

Approval of the Minutes Held on April 29, 2015

99.999% 0% 0.001%

Ratification of All Acts and Resolutions of Management, Board and Management Committees and the Board of Directors, including among others, the approval of loans, investments, new Bank products and services and related party transactions, from April 29, 2015 to April 26, 2016

99.599% 0.086% 0.315%

Amendment of the SIXTH Article in the Articles of Incorporation and ARTICLE IV in the By-Laws to reflect the reduction of the number of directors from fourteen (14) to twelve (12)

99.916% 0.083% 0.001%

Election of Twelve (12) Directors for the year 2016-2017

90.965% 0% 0.001%

Appointment of External Auditor 99.658% 0.341% 0.001%

6. Date of publishing of the result of the votes taken during the most recent AGM for all resolutions: The results were published on the day immediately following the stockholders’ meeting which was conducted beyond trading hours.

(a) Modifications

35

State, if any, the modifications made in the Annual/Special Stockholders’ Meeting regulations during the most recent year and the reason for such modification:

Modifications Reason for Modification

None

(b) Stockholders’ Attendance

(i) Details of Attendance in the Annual/Special Stockholders’ Meeting Held:

Type of Meeting

Names of Board members /

Officers present

Date of Meeting

Voting Procedure (by poll, show of

hands, etc.)

% of SH Attending in Person

% of SH in Proxy

Total % of SH

attendance

Annual All directors

were present April 27,

2016

Voting was by poll based on the tally of the Stock Transfer Agent

0.056% 68.344% 68.4%

Special NA NA NA NA NA NA

(ii) Does the company appoint an independent party (inspectors) to count and/or validate the votes at the ASM/SSMs?

Yes. The proxies, attendance and votes cast at the meeting were tabulated by the Bank’s Stock Transfer Agent (Metrobank – Trust Banking Group) and validated by SGV & Co in its capacity as third-party validator.

(c) Proxy Voting Policies

State the policies followed by the company regarding proxy voting in the Annual/Special Stockholders’ Meeting.

Company’s Policies

Execution and acceptance of proxies Proxies should be In writing, submitted within a reasonable period before the date of the Meeting to the Stock and Transfer Agent for verification of signatures and counter-checking with the broker for the number of shares.

Notary Not a requirement

Submission of Proxy Please refer to the answer above.

Several Proxies An alternate proxy is allowed in the absence of the main proxy, subject to the submission of the proper authorization from the shareholder.

36

Validity of Proxy A proxy is valid on a per meeting basis and on a per item basis if so indicated in the Proxy.

Proxies executed abroad The requirements are the same for proxies executed locally

Invalidated Proxy For further verification with the stockholder(s) on record.

Validation of Proxy Done by the Stock and Transfer Agent; validated by SGV & Co. in its capacity as third-party validator.

Violation of Proxy Depending on the nature of the violation, a violation of the proxy may result in voiding of the votes or prevention of the voting by the purported proxy.

(e) Definitive Information Statements and Management Report

Number of Stockholders entitled to receive Definitive Information Statements and Management Report and Other Materials

3,164 stockholders

Date of Actual Distribution of Definitive Information Statement and Management Report and Other Materials held by market participants/certain beneficial owners

April 6 to 13, 2016

Date of Actual Distribution of Definitive Information Statement and Management Report and Other Materials held by stockholders

April 6 to 13, 2016

State whether CD format or hard copies were distributed CD format

If yes, indicate whether requesting stockholders were provided hard copies Yes, hard copies were provided to requesting stockholders.

(f) Does the Notice of Annual/Special Stockholders’ Meeting include the following

Each resolution to be taken up deals with only one item. Yes, with respect to special corporate items

Profiles of directors (at least age, qualification, date of first appointment, experience, and directorships in other listed companies) nominated for election/re-election.

Yes

The auditors to be appointed or re-appointed. Yes

An explanation of the dividend policy, if any dividend is to be declared. No

The amount payable for final dividends. No

Documents required for proxy vote. Yes

Should any of the foregoing information be not disclosed, please indicate the reason thereto.

The dividends declared on March 16, 2016 was approved by the Board.

37

1) Treatment of Minority Stockholders

(a) State the company’s policies with respect to the treatment of minority stockholders.

Policies Implementation

To abide by the requirements of the BSP, SEC and the PSE.

Minority shareholders are represented by 5 independent directors out of a total of 12 directors. The 5 independent directors sit as Chairmen/Members of the Audit Committee, Corporate Governance and Compensation Committee, Related Party Transactions Committee (all members are independent directors), the Domestic Equity Investments Committee, the Overseas Banking Committee, the Risk Oversight Committee, the Trust Committee, the Executive Committee, and the Nominations Committee (all members are independent directors).

The Bank implements its Corporate Social Responsibility through the Purple Hearts Club (PHC), its employee-volunteer organization, which was established in February 2003. The following are PHC’s thematic activities which are programs/projects that define the thrusts of the club and are implemented on a long-term basis as of May 31, 2016:

Initiative Beneficiary

A. Education 1. Kwentong Bata Beyond Storytelling Program o Launched on August 15, 2009 with PHC’s 1

st ever long-term partner

community, Gawad Kalinga (GK) Ligaya-Escopa III, Q.C. o 34-Saturday program intended for pre-school-aged children of

marginalized partner communities o Encourages values formation and reading and writing skills

development through storytelling and related activities o Uses children’s books by Filipino authors

2. Library Enrichment Program o Launched in 2010 with GK Ligaya-Escopa III o Nurtures a culture of reading among partner communities through the

donation of books and reference materials, following a declared theme for the month

24 children - GK Hiyas ng Maynila, Sta. Ana, Manila 36 children - New Faith Family Children's Home, Cainta, Rizal 50 children – Trash Mountain Project Philippines (TMPP) 25 children – Bukas Loob sa Diyos – Sun Valley 16 children – Bukas Loob sa Diyos - Parañaque 151 children (Total 2014-2015) 110 (est) children - GK Ligaya-Escopa III, QC 264 (est) children - GK Calbayog, Mandaluyong 17 children - My Father's House, Las Piñas 25 children – New Faith family Children’s Home, Cainta, Rizal

L. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Discuss any initiative undertaken or proposed to be undertaken by the company.

38

o Uses springboard activities to introduce and create interest for books donated

3. Build-A-Classroom Project o Launched on September 4, 2012 o An employee legacy project being implemented for 2 years in

celebration of the Bank’s 50th

Anniversary o Fund-raising effort to fund the building of 24 classrooms in 9 DepEd-

priority public elementary schools across the country

4. MEADE Immersion Program o Launched on November 10, 2012 o Plants the seed of community involvement and CSR awareness by

having MEADE scholars, college students who are Bank employees’ children, join PHC’s various programs

5. Employee Financial Wellness Program o Launched on May 2015 o A financial literacy program that aims to develop financially fit and

prudent Metrobankers

B. Environment 1. You’re in Green Hands Tree Planting o Launched on July 2, 2011, but with its roots tracing to the 1

st PHC

Volunteerism Day on May 25, 2010 celebrated with coastal clean-ups and tree planting activities

o Reforestation efforts to contribute to environmental preservation, conducted in 13 adopted forests and 1 city beautification site.

C. Others

1. Bloodletting Activity o Launched in Head Office on July 4, 2001 o Became a bi-annual run in 2002 with the 2

nd hosting site located in

Downtown Center, MM o Became a nationwide effort in September 2006, with 8 sites

burgeoning to 14 sites in 2015

2. Meme na Bunso Touch Therapy o Launched on June 28, 2008 o Provides touch therapy incorporated in child care activities, to

----------------- 416 children (Total 2015) Students of 9 schools located in Navotas, Tarlac, Batangas, Camarines del Sur, Samar, Davao, North Cotabato (2 schools) and Zamboanga Qualified dependents of Bank employees (186 dependents, AY 2015-2016,) were sent to the immersion programs as of May 31, 2016.

The pilot run of the program was attended by 75 Head Office – Metro Manila employees who are also members of the Metrobank Purple Hearts Club. 14 key cities and provinces across the nation: Luzon: Arroceros Forest Park Manila, Cavite; Baguio Mindanao: Cagayan de Oro, Davao, General Santos, Butuan The bloodletting campaign of the bank in coordination with Manila Doctors Hospital and the Philippine National Red Cross produced enough blood supply to provide for 2,500 patients. Visited Hospicio de San Jose, Manila and provided touch therapy to the 15 resident infants of the Hospicio.

39

abandoned and orphaned babies