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(NAR) VOL. 26 NO. 4/ OCTOBER - DECEMBER 2015
[ CIRCULAR NO. 887, October 14, 2015 ]
FURTHER AMENDMENTS TO THE REGULATIONS ON THE APPROVAL/CONFIRMATION OF THE ELECTION/APPOINTMENT OF DIRECTORS/OFFICERS
Adopted: 07 October 2015
Date Filed: 14 October 2015
Date Filed: 14 October 2015
The Monetary Board in its Resolution No. 1342 dated 20 August 2015, approved the following amendments to the provisions of the Manual of Regulations for Banks (MORB) and the Manual of Regulations for Non-Bank Financial Institutions (MORNBFI):
Section 1. Subsection X141.2 of the MORB prescribing the minimum qualifications of a director is hereby amended to read as follows:
Subsec. X141.2 Qualifications of a director.
a. A director shall have the following minimum qualifications:Section 2. Subsection X141.4 of the MORB on confirmation of the election/appointment of directors/officers is hereby amended, as follows:
(1) xxx
(2) xxx
(3) xxx
(4) xxx
An elected director has the burden to prove that he/she possesses all the foregoing minimum qualifications and none of the disqualifications by submitting the documentary requirements listed in Appendix 98. Non- submission of complete documentary requirements within the prescribed period shall be construed as his/her failure to establish his/her qualifications for the position and result in his/her removal from the Board.
The members of the board of directors shall possess the foregoing qualifications for directors in addition to those required or prescribed under R.A. No. 8791 and other existing applicable laws and regulations.
b. xxx
xxx xxx xxx
Subsec. X141.4 Confirmation of the election/appointment of directors/officers. The election/appointment of directors/officers of banks shall be subject to confirmation by the following:
Con fi rmi ng Aut hority | Pos iti on Le v e l |
a . Monet ary Board | D i rect ors and seni or vi ce presi dent and above (o r equi val ent ranks) of UBs and KBs, and of I sl amic Banks, TBs, RBs and Coop Banks with Tota l Assets of at l east P1.0 billi on. |
b . An SES Committ ee to be composed of: - Deputy Governor, SES | D i rect ors and seni or vi ce presi dent and above (o r equi val ent ranks) of I sl amic Banks, TBs, RBs and Coop Banks with t ot al assets of l ess t han P1.0 billi on |
The election/appointment of abovementioned directors/officers shall be deemed to have been confirmed by the Bangko Sentral, if after sixty (60) banking days from receipt of the complete required reports, the appropriate supervising department of the SES does not advise the bank concerned against said election/appointment.
However, the confirmation by the Monetary Board/SES Committee of the election/appointment to abovementioned position levels shall not be required, in the following cases:
a. Reelection of a director (as a director) in the same bank or election of the same director in another bank, QB, trust entities other than stand-alone or trust corporation within a banking group;
b. Reelection of an independent director (as an independent director or not) in the same bank or election of the same director (as an independent director or not) in another bank, QB, trust entities other than stand-alone or trust corporation within a banking group; andc. Promotion of an officer, other than to that which requires (i) prior Monetary Board approval or (ii) a different set of minimum qualifications or (iii) a different level of confirming authority as provided in the first paragraph hereof, in the same bank or appointment/transfer to another bank, QB, trust entities other than stand-alone or trust corporation within a banking group:
Provided, That the director/officer concerned has been previously confirmed or in the case of a compliance officer or trust officer who will be promoted to the rank of senior vice president or above (or equivalent rank), previously approved/ confirmed by the Monetary Board, or if previously confirmed by the SES Committee, his/her reelection/promotion/transfer requires the same level of confirming authority as provided in the first paragraph hereof: Provided, further, That said director/officer has had continuous service within the same bank or banking group. This exemption shall apply to directors/officers confirmed by the Monetary Board/SES Committee starting 1 January 2011.
The appointment of officers below the rank of SVP shall be subject neither to
Monetary Board approval nor Bangko Sentral confirmation.
The appointment of compliance officers and trust officers regardless of rank shall be subject to prior Monetary Board approval/confirmation as provided in Subsecs. X180.4 and X406.10, respectively.
“For purposes of this Subsection, the term banking group shall refer to the parent bank and its subsidiary banks, QBs, trust entities other than stand-alone and trust corporations, as well as other banks, QBs, trust entities other than stand-alone and trust corporations over which the parent bank has the power to exercise “control” as defined in Subsec. X141.2.
“The documentary requirements for the confirmation of the election/ appointment of directors/officers/trust officer, and approval of the appointment of compliance officers of banks/QBs/NBFls with trust authority/trust corporations are shown in Appendix 98. Non-submission of complete documentary requirements within the prescribed period shall be construed as his/her failure to establish his/her qualifications for the position.
A director/officer whose election/appointment was not confirmed for failure to submit the complete documentary requirements shall be deemed removed from office after due notice to the board of directors of the bank, even if he/she has assumed the position to which he/she was elected/appointed, pursuant to Section 16 of R.A. No. 8791.
Section 3. Subsection X141.9 of the MORB on reports required is hereby amended, as follows:
Subsec. X141.9 Certifications required. Banks shall furnish all of their first- time directors within a bank or banking group with a copy of the general responsibility and specific duties and responsibilities of the board of directors and of a director prescribed under Items “b”, “c” and “d” of Subsec. X141.3 upon election.
“The bank must submit to the appropriate department of the SES, within twenty (20) banking days from date of election, a certification under oath of the directors concerned that they have received copies of such general responsibility and specific duties and responsibilities and that they fully understand and accept the same, in accordance with Appendix 6.
“The bank must submit to the appropriate department of the SES a certification under oath of the director/officer with rank of senior vice president and above, and officer whose appointment requires prior Monetary Board approval that he/she has all the prescribed qualifications and none of the disqualifications within twenty (20) banking days from the date of election/re- election of the directors/meeting of the board of directors in which the officers are appointed/promoted, in accordance with Appendix 6.”
Section 4. Subsection X142.2 of the MORB prescribing the minimum qualifications of an officer is hereby amended to read as follows:
Subsec. X142.2 Qualifications of an officer. An officer shall have the following minimum qualifications:
xxx
In the case of Coop Bank, the manager must have actual banking experience (at least manager or assistant manager).
An appointed officer has the burden to prove that he/she possesses all the foregoing minimum qualifications and none of the disqualifications by submitting the documentary requirements listed in Appendix 6. Non-submission of complete documentary requirements within the prescribed period shall be construed as his/her failure to establish his/her qualifications for the position and result to his/her removal therefrom.
The foregoing qualifications for officers shall be in addition to those required or prescribed under R.A. No. 8791 and other existing applicable laws and regulations.
Section 5. Subsection X144 of the MORB on bio-data of directors and officers is hereby amended to read as follows:
Sec. X144. Biodata of Directors and Officers.
a. Banks shall submit to the appropriate department of the SES a bio-data with lD picture of their (i) directors/officers with rank of senior vice president (SVP) and above (or equivalent ranks), (ii) officers below the rank of SVP requiring a different set of minimum qualifications or (iii) officers whose appointment requires prior Monetary Board approval upon every election/re- election/appointment/promotion in a prescribed form and for first-time directors/officers with rank of SVP and above (or equivalent ranks) within a particular bank/banking group whose election/appointment requires Monetary
Board/SES Committee confirmation or whose appointment requires prior Monetary Board approval, the duly notarized authorization form per Appendix 76, within twenty (20) banking days from the date of election/re-election of the directors/meeting of the board of directors in which the officers are appointed/promoted, in accordance with Appendix 6.
The bio-data shall be updated and submitted (i) in cases of change of name due to change in civil status and change of residential address, within twenty (20) banking days from the date the change occurred and (ii) in cases of requests for prior Monetary Board approval of interlocks.
For other officers below the rank of SVP, the bank shall not be required to submit their bio-data to the Bangko Sentral.
b. The bank shall, however, keep a complete record of the bio-data of all its directors and officers and shall maintain a system of updating said records which shall be made available during on-site examination or when required by the Bangko Sentral for submission for off-site verification.
c. Banks shall also submit to the appropriate department of the SES, a duly notarized list of the incumbent members of the board of directors and officers (President or equivalent rank, down the line, format attached as Appendix 98b), within twenty (20) banking days from the annual election of the board of directors as provided in the bank’s by-laws, in accordance with Appendix 6.
d. xxx.
xxx xxx xxx
Section 6. Subsection 4141Q.2 of the MORNBFI prescribing the minimum qualifications of a director is hereby amended to read as follows:
The appointment of officers below the rank of SVP shall be subject neither to
Monetary Board approval nor Bangko Sentral confirmation.
The appointment of compliance officers and trust officers regardless of rank shall be subject to prior Monetary Board approval/confirmation as provided in Subsecs. X180.4 and X406.10, respectively.
“For purposes of this Subsection, the term banking group shall refer to the parent bank and its subsidiary banks, QBs, trust entities other than stand-alone and trust corporations, as well as other banks, QBs, trust entities other than stand-alone and trust corporations over which the parent bank has the power to exercise “control” as defined in Subsec. X141.2.
“The documentary requirements for the confirmation of the election/ appointment of directors/officers/trust officer, and approval of the appointment of compliance officers of banks/QBs/NBFls with trust authority/trust corporations are shown in Appendix 98. Non-submission of complete documentary requirements within the prescribed period shall be construed as his/her failure to establish his/her qualifications for the position.
A director/officer whose election/appointment was not confirmed for failure to submit the complete documentary requirements shall be deemed removed from office after due notice to the board of directors of the bank, even if he/she has assumed the position to which he/she was elected/appointed, pursuant to Section 16 of R.A. No. 8791.
Section 3. Subsection X141.9 of the MORB on reports required is hereby amended, as follows:
Subsec. X141.9 Certifications required. Banks shall furnish all of their first- time directors within a bank or banking group with a copy of the general responsibility and specific duties and responsibilities of the board of directors and of a director prescribed under Items “b”, “c” and “d” of Subsec. X141.3 upon election.
“The bank must submit to the appropriate department of the SES, within twenty (20) banking days from date of election, a certification under oath of the directors concerned that they have received copies of such general responsibility and specific duties and responsibilities and that they fully understand and accept the same, in accordance with Appendix 6.
“The bank must submit to the appropriate department of the SES a certification under oath of the director/officer with rank of senior vice president and above, and officer whose appointment requires prior Monetary Board approval that he/she has all the prescribed qualifications and none of the disqualifications within twenty (20) banking days from the date of election/re- election of the directors/meeting of the board of directors in which the officers are appointed/promoted, in accordance with Appendix 6.”
Section 4. Subsection X142.2 of the MORB prescribing the minimum qualifications of an officer is hereby amended to read as follows:
Subsec. X142.2 Qualifications of an officer. An officer shall have the following minimum qualifications:
xxx
In the case of Coop Bank, the manager must have actual banking experience (at least manager or assistant manager).
An appointed officer has the burden to prove that he/she possesses all the foregoing minimum qualifications and none of the disqualifications by submitting the documentary requirements listed in Appendix 6. Non-submission of complete documentary requirements within the prescribed period shall be construed as his/her failure to establish his/her qualifications for the position and result to his/her removal therefrom.
The foregoing qualifications for officers shall be in addition to those required or prescribed under R.A. No. 8791 and other existing applicable laws and regulations.
Section 5. Subsection X144 of the MORB on bio-data of directors and officers is hereby amended to read as follows:
Sec. X144. Biodata of Directors and Officers.
a. Banks shall submit to the appropriate department of the SES a bio-data with lD picture of their (i) directors/officers with rank of senior vice president (SVP) and above (or equivalent ranks), (ii) officers below the rank of SVP requiring a different set of minimum qualifications or (iii) officers whose appointment requires prior Monetary Board approval upon every election/re- election/appointment/promotion in a prescribed form and for first-time directors/officers with rank of SVP and above (or equivalent ranks) within a particular bank/banking group whose election/appointment requires Monetary
Board/SES Committee confirmation or whose appointment requires prior Monetary Board approval, the duly notarized authorization form per Appendix 76, within twenty (20) banking days from the date of election/re-election of the directors/meeting of the board of directors in which the officers are appointed/promoted, in accordance with Appendix 6.
The bio-data shall be updated and submitted (i) in cases of change of name due to change in civil status and change of residential address, within twenty (20) banking days from the date the change occurred and (ii) in cases of requests for prior Monetary Board approval of interlocks.
For other officers below the rank of SVP, the bank shall not be required to submit their bio-data to the Bangko Sentral.
b. The bank shall, however, keep a complete record of the bio-data of all its directors and officers and shall maintain a system of updating said records which shall be made available during on-site examination or when required by the Bangko Sentral for submission for off-site verification.
c. Banks shall also submit to the appropriate department of the SES, a duly notarized list of the incumbent members of the board of directors and officers (President or equivalent rank, down the line, format attached as Appendix 98b), within twenty (20) banking days from the annual election of the board of directors as provided in the bank’s by-laws, in accordance with Appendix 6.
d. xxx.
xxx xxx xxx
Section 6. Subsection 4141Q.2 of the MORNBFI prescribing the minimum qualifications of a director is hereby amended to read as follows:
Subsec. 4141Q.2 Qualifications of a director.
a. A director shall have the following minimum qualifications: (1) xxx
Subsec. 4141Q.4. Confirmation of the election/appointment of directors/officers. The election/appointment of directors/officers of QBs and NBFIs with trust authority shall be subject to confirmation by the following:
banking group. This exemption shall apply to directors/officers confirmed by the
Monetary Board/SES Committee starting 1 January 2011.
The appointment of officers below the rank of SVP shall be subject neither to
Monetary Board approval nor Bangko Sentral confirmation.
The appointment of compliance officers and trust officers regardless of rank shall be subject to prior Monetary Board approval/confirmation as provided in Subsecs. 4180Q.2 and 4406Q.10, respectively.
For purposes of this Subsection, the term banking group shall refer to the parent bank and its subsidiary banks, QBs, NBFIs with trust authority and trust corporations, as well as other banks, QBs, NBFIs with trust authority and trust corporations over which the parent bank has the power to exercise “control” as defined in Subsec. X4141Q.2.
The documentary requirements for the confirmation of the election/ appointment of the directors/officers, and approval of the appointment of compliance officers and trust officers of banks/QBs/NBFls with trust authority/ trust corporations are shown in Appendix Q-57. Non-submission of complete documentary requirements within the prescribed period shall be construed as his/her failure to establish his/her qualifications for the position.
A director/officer whose election/appointment was not confirmed for failure to submit the complete documentary requirements shall be deemed removed from office after due notice to the board of directors of the NBFI, even if he/she has assumed the position to which he/she was elected/appointed, pursuant to Section 16 of R.A. No. 8791.
Section 8. Subsection 4141Q.9 of the MORNBFI on reports required is hereby amended, as follows:
Subsec. 4141Q.9 Certifications required. QBs and NBFIs with trust authority shall furnish all of their first-time directors within a QB or NBFI with trust authority or banking group with a copy of the general responsibility and specific duties and responsibilities of the board of directors and of a director prescribed under Items “b”, “c” and “d” of Subsec. X4141Q.3.
The QB/NBFI with trust authority must submit to the appropriate department of the SES, within twenty (20) business days from date of election, a certification under oath of the directors concerned that they have received copies of such general responsibility and specific duties and responsibilities and that they fully understand and accept the same, in accordance with Appendix Q-3.
The QB/NBFl with trust authority must submit to the appropriate department of the SES a certification under oath of the director/officer with rank of senior vice president and above, and officer whose appointment requires prior Monetary Board approval that he/she has all the prescribed qualifications and none of the disqualifications within twenty (20) business days from the date of election/ reelection of the directors/meeting of the board of directors in which the officers are appointed/promoted, in accordance with Appendix Q-3.
Section 9. Section 4142Q of the MORNBFI on the definition and qualifications of officers is hereby amended, as follows:
Sec. 4142Q Definition and Qualifications of Officers. Officers shall include the president, executive vice president (EVP), senior vice president, vice president, general manager, treasurer, secretary, trust officer and others mentioned as officers of the QB/trust entity, or those whose duties as such are defined in the by-laws, or are generally known to be the officers of the QB/trust entity (or any of its branches and offices other than the head office) either through announcement, representation, publication or any kind of communication made by the QB/trust entity: Provided, That a person holding the position of chairman or vice-chairman of the board or another position in the board shall not be considered as an officer unless the duties of his position in the board include functions of management such as those ordinarily performed by regular officers: Provided, further, That members of a group or committee, including sub-groups or sub-committees, whose duties include functions of management such as those ordinarily performed by regular officers, and are not purely recommendatory or advisory, shall likewise be considered as officers.
An officer shall have the following minimum qualifications:
xxx
c. He must be fit and proper for the position he is being proposed/appointed to.
In determining whether a person is fit and proper for a particular position, the following matters must be considered: integrity probity, competence, education, diligence and experience/training.
An appointed officer has the burden to prove that he/she possesses all the foregoing minimum qualifications and none of the disqualifications by submitting the documentary requirements listed in Appendix Q-57. Non-submission of complete documentary requirements within the prescribed period shall be construed as his/her failure to establish his/her qualifications for the position and result to his/her removal therefrom.
The foregoing qualifications for officers shall be in addition to those required or prescribed under R.A. No. 8791 and other existing applicable laws and regulations.”
Section 10. Section 4144Q of the MORNBFI on Monetary Board confirmation of directors and senior officers is hereby amended to read as follows:
Sec. 4144Q (2008 – 4146Q). Bio-data of Director and Officers
a. QBs and NBFIs with trust authority shall submit to the appropriate department of the SES a bio-data with lD picture of their (i) directors/officers with rank of senior vice president (SVP) and above (or equivalent ranks), (ii) officers below the rank of SVP requiring a different set of minimum qualifications or (iii) officers whose appointment requires prior Monetary Board approval upon every election/reelection/appointment/promotion in a prescribed form and for first-time directors/officers with rank of SVP and above (or equivalent ranks) within a particular QB/NBFI with trust authority/banking group whose election/
appointment requires Monetary Board/SES Committee confirmation or officers whose appointment requires prior Monetary Board approval, the duly notarized authorization form per Appendix Q-45, within twenty (20) business days from the date of election/re-election of the directors/meeting of the board of directors in which the officers are appointed/promoted in accordance with Appendix Q-3.
The bio-data shall be updated and submitted (i) in cases of change of name due to change in civil status and change of residential address, within twenty (20) business days from the date the change occurred and (ii) in cases of requests for prior Monetary Board approval of interlocks.
For other officers below the rank of SVP, the QB/NBFI with trust authority shall not be required to submit their bio-data to the Bangko sentral.
b. The QB/NBFI with trust authority shall, however, keep a complete record of the bio-data of all its directors and officers and shall maintain a system of updating said records which shall be made available during on-site examination or when required by the BSP for submission for offsite verification.
c. QBs/NBFls with trust authority shall also submit to the appropriate department of the SES, a duly notarized list of the incumbent members of the board of directors and officers (President or equivalent rank, down the line, format attached as Appendix Q-57b), within twenty (20) banking days from the annual election of the board of directors as provided in the QB’s/NBFI with trust authority’s by-laws, in accordance with Appendix Q-3.
d. xxx.”
xxx xxx xxx
Section 11. Section 4145N of the MORNBFI on bio-data is hereby added as follows:
Sec. 4145N. Bio-data of Directors and Officers
a. Fls shall submit to the appropriate department of the SES a bio-data with lD picture of their directors/officers with rank of senior vice president (SVP) and above (or equivalent ranks) upon every erection/reelection/appointment/ promotion in a prescribed form and for first-time directors/officers with rank of senior vice president and above (or equivalent ranks) within a particular Fl, the duly notarized authorization form per Appendix Q-45, within twenty (20) business days from the date of election/re-election of the directors/meeting of the board of directors in which the officers are appointed/promoted, in accordance with Appendix N-1.
The bio-data shall be updated and submitted in cases of change of name due to change in civil status and change of residential address, within twenty (20) business days from the date the change occurred.
For other officers below the rank of SVP, the Fl shall not be required to submit their bio-data to the Bangko Sentral.
directors and officers and shall maintain a system of updating said records which shall be made available during on-site examination or when required by the Bangko Sentral for submission for offsite verification.
c. The Fl shall also submit to the appropriate department of the SES, a duly notarized list of the incumbent members of the board of directors and officers (President or equivalent rank, down the line, format attached as Appendix N-10), within twenty (20) business days from the annual election of the board of directors as provided in the Fl’s by-laws, in accordance with Appendix N-1.
Section 12. Section 4147S of the MORNBFI on bio-data is hereby added as follows:
Sec. 4147S. Bio-data of Trustees and Officers
a. NSSLAS shall submit to the appropriate department of the SES a bio- data with lD picture of their trustees/officers with rank of senior vice president (SVP) and above (or equivalent ranks) upon every election/reelection/ appointment/promotion in a prescribed form and for first-time trustees/officers with rank of senior vice president and above (or equivalent ranks) within a particular NSSLA, the duly notarized authorization form per Appendix Q-45, within twenty (20) business days from the date of election/re-election of the trustees/meeting of the board of trustees in which the officers are appointed/promoted, in accordance with Appendix S-2.
The bio-data shall be updated and submitted in cases of change of name due to change in civil status and change of residential address, within twenty (20) business days from the date the change occurred.
For other officers below the rank of SVP, the NSSLA shall not be required to submit their bio-data to the Bangko Sentral.
b. The NSSLA shall, however, keep a complete record of the bio-data of all its trustees and officers and shall maintain a system of updating said records which shall be made available during on-site examination or when required by the Bangko Sentral for submission for offsite verification.
“c. The NSSLA shall also submit to the appropriate department of the SES, a duly notarized list of the incumbent members of the board of trustees and officers (President or equivalent rank, down the line, format attached as Appendix Q-57b), within twenty (20) business days from the election of the board of trustees as provided in the NSSLA’s by-laws, in accordance with Appendix S-
2.
Section 13. Appendices 98, Q-57, 98b, Q-57b, 6, Q-3, N-1, and S-2 are hereby amended as per attached Annexes A to F hereto.
This Circular shall take effect fifteen (15) calendar days following its publication either in the official Gazette or in a newspaper of general circulation.
(SGD) DIWA C. GUINIGUNDO
Officer-in-Charge
(2) xxx (3) xxx (4) xxxb. xxx.
An elected director has the burden to prove that he/she possesses all the foregoing minimum qualifications and none of the disqualifications by submitting the documentary requirements listed in Appendix Q-57. Non- submission of complete documentary requirements within the prescribed period shall be construed as his/her failure to establish his/her qualifications for the position and result to his/her removal from the Board.
The members of the board of directors shall possess the foregoing qualifications for directors in addition to those required or prescribed under R.A. No. 8791 and other existing applicable laws and regulations.”
xxx xxx xxxSection 7. Subsection 4141Q.4 of the MORNBFI on confirmation of the election/appointment of directors/officers is hereby amended to read as follows:
Subsec. 4141Q.4. Confirmation of the election/appointment of directors/officers. The election/appointment of directors/officers of QBs and NBFIs with trust authority shall be subject to confirmation by the following:
|
Confirming Authority |
Position Level |
|
a. Monetary Board |
Directors and senior vice president and above (or equivalent ranks) of QBs, and NBFIs with trust authority with total assets of at least P1.0 billion. |
|
b. An SES Committee to be composed of: - Deputy Governor, SES - Heads of SES Subsectors I, II and III |
Directors and senior vice president and above (or equivalent ranks) QBs, and NBFIs with trust authority with total assets of less than P1.0 billion |
The election/appointment of abovementioned directors/officers shall be deemed to have been confirmed by the Bangko Sentral, if after sixty (60) business days from receipt of the complete required reports, the appropriate supervising department of the SES does not advise the QB/trust entity concerned against said election/appointment.Provided, That the director/officer concerned has been previously confirmed or in the case of a compliance officer or trust officer who will be promoted to the rank of senior vice president or above (or equivalent rank), previously approved by the Monetary Board, or if previously confirmed by the SES Committee, his/her reelection/promotion/transfer requires the same level of confirming authority as provided in the first paragraph hereof: Provided, further, That said director/officer has had continuous service within the same QB or NBFI with trust authority or
However, the confirmation by the Monetary Board/SES Committee of the election/appointment to abovementioned position levels shall not be required, in the following cases:
a. Reelection of a director (as a director) in the same QB or NBFI with trust authority or election of the same director in another bank, QB, NBFI with trust authority or trust corporation within a banking group;
b. Reelection of an independent director (as an independent director or not) in the same QB or NBFI with trust authority or election of the same director (as an independent director or not) in another bank, QB, NBFI with trust authority or trust corporation within a banking group; and
c. Promotion of an officer, other than to that which requires (i) prior Monetary Board approval or (ii) a different set of minimum qualifications or (iii) a different level of confirming authority as provided in the first paragraph hereof, in the same QB or NBFI with trust authority or appointment/transfer to another bank, QB, NBFI with trust authority or trust corporation within a banking group:
banking group. This exemption shall apply to directors/officers confirmed by the
Monetary Board/SES Committee starting 1 January 2011.
The appointment of officers below the rank of SVP shall be subject neither to
Monetary Board approval nor Bangko Sentral confirmation.
The appointment of compliance officers and trust officers regardless of rank shall be subject to prior Monetary Board approval/confirmation as provided in Subsecs. 4180Q.2 and 4406Q.10, respectively.
For purposes of this Subsection, the term banking group shall refer to the parent bank and its subsidiary banks, QBs, NBFIs with trust authority and trust corporations, as well as other banks, QBs, NBFIs with trust authority and trust corporations over which the parent bank has the power to exercise “control” as defined in Subsec. X4141Q.2.
The documentary requirements for the confirmation of the election/ appointment of the directors/officers, and approval of the appointment of compliance officers and trust officers of banks/QBs/NBFls with trust authority/ trust corporations are shown in Appendix Q-57. Non-submission of complete documentary requirements within the prescribed period shall be construed as his/her failure to establish his/her qualifications for the position.
A director/officer whose election/appointment was not confirmed for failure to submit the complete documentary requirements shall be deemed removed from office after due notice to the board of directors of the NBFI, even if he/she has assumed the position to which he/she was elected/appointed, pursuant to Section 16 of R.A. No. 8791.
Section 8. Subsection 4141Q.9 of the MORNBFI on reports required is hereby amended, as follows:
Subsec. 4141Q.9 Certifications required. QBs and NBFIs with trust authority shall furnish all of their first-time directors within a QB or NBFI with trust authority or banking group with a copy of the general responsibility and specific duties and responsibilities of the board of directors and of a director prescribed under Items “b”, “c” and “d” of Subsec. X4141Q.3.
The QB/NBFI with trust authority must submit to the appropriate department of the SES, within twenty (20) business days from date of election, a certification under oath of the directors concerned that they have received copies of such general responsibility and specific duties and responsibilities and that they fully understand and accept the same, in accordance with Appendix Q-3.
The QB/NBFl with trust authority must submit to the appropriate department of the SES a certification under oath of the director/officer with rank of senior vice president and above, and officer whose appointment requires prior Monetary Board approval that he/she has all the prescribed qualifications and none of the disqualifications within twenty (20) business days from the date of election/ reelection of the directors/meeting of the board of directors in which the officers are appointed/promoted, in accordance with Appendix Q-3.
Section 9. Section 4142Q of the MORNBFI on the definition and qualifications of officers is hereby amended, as follows:
Sec. 4142Q Definition and Qualifications of Officers. Officers shall include the president, executive vice president (EVP), senior vice president, vice president, general manager, treasurer, secretary, trust officer and others mentioned as officers of the QB/trust entity, or those whose duties as such are defined in the by-laws, or are generally known to be the officers of the QB/trust entity (or any of its branches and offices other than the head office) either through announcement, representation, publication or any kind of communication made by the QB/trust entity: Provided, That a person holding the position of chairman or vice-chairman of the board or another position in the board shall not be considered as an officer unless the duties of his position in the board include functions of management such as those ordinarily performed by regular officers: Provided, further, That members of a group or committee, including sub-groups or sub-committees, whose duties include functions of management such as those ordinarily performed by regular officers, and are not purely recommendatory or advisory, shall likewise be considered as officers.
An officer shall have the following minimum qualifications:
xxx
c. He must be fit and proper for the position he is being proposed/appointed to.
In determining whether a person is fit and proper for a particular position, the following matters must be considered: integrity probity, competence, education, diligence and experience/training.
An appointed officer has the burden to prove that he/she possesses all the foregoing minimum qualifications and none of the disqualifications by submitting the documentary requirements listed in Appendix Q-57. Non-submission of complete documentary requirements within the prescribed period shall be construed as his/her failure to establish his/her qualifications for the position and result to his/her removal therefrom.
The foregoing qualifications for officers shall be in addition to those required or prescribed under R.A. No. 8791 and other existing applicable laws and regulations.”
Section 10. Section 4144Q of the MORNBFI on Monetary Board confirmation of directors and senior officers is hereby amended to read as follows:
Sec. 4144Q (2008 – 4146Q). Bio-data of Director and Officers
a. QBs and NBFIs with trust authority shall submit to the appropriate department of the SES a bio-data with lD picture of their (i) directors/officers with rank of senior vice president (SVP) and above (or equivalent ranks), (ii) officers below the rank of SVP requiring a different set of minimum qualifications or (iii) officers whose appointment requires prior Monetary Board approval upon every election/reelection/appointment/promotion in a prescribed form and for first-time directors/officers with rank of SVP and above (or equivalent ranks) within a particular QB/NBFI with trust authority/banking group whose election/
appointment requires Monetary Board/SES Committee confirmation or officers whose appointment requires prior Monetary Board approval, the duly notarized authorization form per Appendix Q-45, within twenty (20) business days from the date of election/re-election of the directors/meeting of the board of directors in which the officers are appointed/promoted in accordance with Appendix Q-3.
The bio-data shall be updated and submitted (i) in cases of change of name due to change in civil status and change of residential address, within twenty (20) business days from the date the change occurred and (ii) in cases of requests for prior Monetary Board approval of interlocks.
For other officers below the rank of SVP, the QB/NBFI with trust authority shall not be required to submit their bio-data to the Bangko sentral.
b. The QB/NBFI with trust authority shall, however, keep a complete record of the bio-data of all its directors and officers and shall maintain a system of updating said records which shall be made available during on-site examination or when required by the BSP for submission for offsite verification.
c. QBs/NBFls with trust authority shall also submit to the appropriate department of the SES, a duly notarized list of the incumbent members of the board of directors and officers (President or equivalent rank, down the line, format attached as Appendix Q-57b), within twenty (20) banking days from the annual election of the board of directors as provided in the QB’s/NBFI with trust authority’s by-laws, in accordance with Appendix Q-3.
d. xxx.”
xxx xxx xxx
Section 11. Section 4145N of the MORNBFI on bio-data is hereby added as follows:
Sec. 4145N. Bio-data of Directors and Officers
a. Fls shall submit to the appropriate department of the SES a bio-data with lD picture of their directors/officers with rank of senior vice president (SVP) and above (or equivalent ranks) upon every erection/reelection/appointment/ promotion in a prescribed form and for first-time directors/officers with rank of senior vice president and above (or equivalent ranks) within a particular Fl, the duly notarized authorization form per Appendix Q-45, within twenty (20) business days from the date of election/re-election of the directors/meeting of the board of directors in which the officers are appointed/promoted, in accordance with Appendix N-1.
The bio-data shall be updated and submitted in cases of change of name due to change in civil status and change of residential address, within twenty (20) business days from the date the change occurred.
For other officers below the rank of SVP, the Fl shall not be required to submit their bio-data to the Bangko Sentral.
directors and officers and shall maintain a system of updating said records which shall be made available during on-site examination or when required by the Bangko Sentral for submission for offsite verification.
c. The Fl shall also submit to the appropriate department of the SES, a duly notarized list of the incumbent members of the board of directors and officers (President or equivalent rank, down the line, format attached as Appendix N-10), within twenty (20) business days from the annual election of the board of directors as provided in the Fl’s by-laws, in accordance with Appendix N-1.
Section 12. Section 4147S of the MORNBFI on bio-data is hereby added as follows:
Sec. 4147S. Bio-data of Trustees and Officers
a. NSSLAS shall submit to the appropriate department of the SES a bio- data with lD picture of their trustees/officers with rank of senior vice president (SVP) and above (or equivalent ranks) upon every election/reelection/ appointment/promotion in a prescribed form and for first-time trustees/officers with rank of senior vice president and above (or equivalent ranks) within a particular NSSLA, the duly notarized authorization form per Appendix Q-45, within twenty (20) business days from the date of election/re-election of the trustees/meeting of the board of trustees in which the officers are appointed/promoted, in accordance with Appendix S-2.
The bio-data shall be updated and submitted in cases of change of name due to change in civil status and change of residential address, within twenty (20) business days from the date the change occurred.
For other officers below the rank of SVP, the NSSLA shall not be required to submit their bio-data to the Bangko Sentral.
b. The NSSLA shall, however, keep a complete record of the bio-data of all its trustees and officers and shall maintain a system of updating said records which shall be made available during on-site examination or when required by the Bangko Sentral for submission for offsite verification.
“c. The NSSLA shall also submit to the appropriate department of the SES, a duly notarized list of the incumbent members of the board of trustees and officers (President or equivalent rank, down the line, format attached as Appendix Q-57b), within twenty (20) business days from the election of the board of trustees as provided in the NSSLA’s by-laws, in accordance with Appendix S-
2.
Section 13. Appendices 98, Q-57, 98b, Q-57b, 6, Q-3, N-1, and S-2 are hereby amended as per attached Annexes A to F hereto.
This Circular shall take effect fifteen (15) calendar days following its publication either in the official Gazette or in a newspaper of general circulation.
FOR THE MONETARY BOARD:
(SGD) DIWA C. GUINIGUNDO
Officer-in-Charge