Bank of Commerce

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Board of Directors

HomeAbout UsBoard of Directors

As of June 26, 2023

Francis C. Chua
Chairman
Benedicta A. Du-Baladad
Vice Chairperson
Michelangelo R. Aguilar
Member, President and CEO
Roberto C. Benares
Member
Fe B. Barin
Member
Marito L. Platon
Member
Board of Directors 27
Jose A. Barcelon
Member
Melinda S. Gonzales-Manto
Member
Alexander R. Magno
Member
Jose C. Nograles
Member
Rebecca Maria A. Ynares
Independent Director
Ricardo D. Fernandez
Independent Director
Daniel Gabriel M. Montecillo
Independent Director
Board of Directors 24
Leonardo J. Matignas, Jr.
Independent Director
Simon R. Paterno
Independent Director
Jose T. Pardo
Board Advisor
Aurora T. Calderon
Board Advisor
Ferdinand K. Constantino
Board Advisor
Cecile L. Ang
Board Advisor
Antonio M. Cailao
Board Advisor
Evita C. Caballa
Corporate Secretary

Board Committees

Executive Committee

BENEDICTA A. DU-BALADAD, Chairperson
MICHELANGELO R. AGUILAR, Vice Chairman

MARITO L. PLATON, Member
ROBERTO C. BENARES, Member
ALEXANDER R. MAGNO, Member

Trust and Investment Committee

FRANCIS C. CHUA, Chairman

BENEDICTA A. DU-BALADAD, Member
MICHELANGELO R. AGUILAR, Member
ALEXANDER R. MAGNO, Member
GAMALIELH O. BENAVIDES, Chief Trust Officer, Member
JOSE T. PARDO, Advisor

Audit Committee

LEONARDO J. MATIGNAS, JR., Chairman (Independent Director)

REBECCA MARIA A. YNARES, Member (Independent Director)
SIMON R. PATERNO, Member (Independent Director)
JOSE CARMELO C. NOGRALES, Member
MELINDA S. GONZALES–MANTO, Member

Board Risk Oversight Committee

SIMON R. PATERNO, Chairman (Independent Director)

DANIEL GABRIEL M. MONTECILLO, Member (Independent Director)
LEONARDO J. MATIGNAS, JR., Member (Independent Director)
FE B. BARIN, Member
MELINDA GONZALES MANTO, Member
ANTONIO M. CAILAO, Advisor

Corporate Governance Committee

DANIEL GABRIEL M. MONTECILLO, Chairman (Independent Director)

RICARDO D. FERNANDEZ, Member (Independent Director)
SIMON R. PATERNO, Member (Independent Director)
FE B. BARIN, Member
JOSE CARMELO C. NOGRALES, Member

Nomination, Compensation, & Remuneration Committee

REBECCA MARIA A. YNARES, Chairperson (Independent Director)

RICARDO D. FERNANDEZ, Member (Independent Director)
DANIEL GABRIEL M. MONTECILLO, Member (Independent Director)
MELINDA GONZALES MANTO, Member
FE B. BARIN, Member
JOSE T. PARDO, Advisor
FERDINAND K. CONSTANTINO, Advisor

Related Party Transaction Committee

RICARDO D. FERNANDEZ, Chairman (Independent Director)

REBECCA MARIA A. YNARES, Member (Independent Director)
LEONARDO J. MATIGNAS, JR., Member (Independent Director)
MELINDA S. GONZALES–MANTO, Member
JOSE CARMELO C. NOGRALES, Member
ANTONIO M. CAILAO, Advisor

Information Technology Steering Committee

ROBERTO C. BENARES, Chairman

MICHELANGELO R. AGUILAR, Member
MARITO L. PLATON, Member
JOSE A. BARCELON, Member
MARIE SUZANNE SISON-SEVILLA, Chief Information Officer
CECILE L. ANG, Advisor

Underwriting Committee

MICHELANGELO R. AGUILAR, Chairman

MARITO L. PLATON, Member
ROBERTO C. BENARES, Member
ALEXANDER R. MAGNO, Member
JOSE A. BARCELON, Member
AURORA T. CALDERON, Advisor

Board of Trustee of the Retirement Plan

Human Resource Management and Development Division Head, MARIE KRISTIN G. MAYO, Chairman
Risk Management Division Head, JEREMY H. REYES, Member
Finance & Controllership Group Head, ANTONIO S. LAQUINDANUM, Member
Treasury Group Head, FELIPE MARTIN F. TIMBOL, Member
Bank of Commerce Employees Union President, HECTOR JONATHAN F. DOMINGUEZ, Member

BOARD COMMITTEE CHARTERS

Investment Disclosures
Executive Committee Charter
Investment Disclosures
Audit Committee Charter as of December 20, 2022
Investment Disclosures
Audit Committee Charter as of May 30, 2023
Investment Disclosures
Internal Audit Charter as of July 2022
Investment Disclosures
Internal Audit Charter as of May 2024
Investment Disclosures
Board Risk Oversight Committee Charter
Investment Disclosures
Corporate Governance Committee Charter
Investment Disclosures
Nominations, Compensation, and Remuneration Committee Charter
Investment Disclosures
Trust and Investments Committee Charter
Investment Disclosures
Related Party Transactions Committee
Investment Disclosures
Information Technology Steering Committee Charter
Investment Disclosures
Underwriting Committee Charter

Risk Management Philosophy

Risk Philosophy and Guiding Principles

The Bank’s goal is to generate steady returns to shareholders’ capital. With this objective in mind, the Bank’s business principles, strategies, and operations are designed to achieve cash flows in excess of its obligations to its fund providers and stakeholders. To realize this, the Bank takes risks that are inherent in the conduct of its commercial banking franchise. Risk taking presents opportunities to earn more-than expected returns, provided that the risk-taking process is intentional, investigated, and controlled. The Bank’s risk-taking activities are guided by the following principles:

• The Bank is in the business of taking risks.
• The Bank takes risks after a deliberate process to identify the risks, to dimension them, and to decide whether to reduce, avoid, accept, or transfer the risk.
• The Bank adopts risk-management practices suited to the scope and sophistication of its business and in line with global best practices.
• The Bank’s risk management is the concern of everyone.
• The Bank recognizes the independence of risk managers and risk takers from each other.

Risk Appetite and Strategy

The capital of the Bank, once invested, is already exposed to risks. The risk appetite of the Bank is the type and threshold of risk that it is willing to seek, accept, or tolerate in the pursuit of its business objectives. This is based on the Bank’s capacity to absorb risks, given its capital, liquidity, borrowing capabilities, or statutory restrictions.

The Risk Appetite Statements of the Bank are either quantitative or qualitative. Risk Appetite Statements are developed by the Bank to provide guidance on the various types of its risk exposures such as credit, market, liquidity, and operational risk.

The Bank’s strategy to manage risk may be to reduce, avoid, accept, or transfer the risk. Management is under obligation to exercise reasonable care, skill, and caution when engaging in business to ensure the appetite is not exceeded, to maximize the value of capital, and to preserve it when an adverse event occurs. Each and every employee is responsible to implement and adhere to the Bank’s risk appetite while making business decisions daily.

Risk Management Oversight

The Bank’s Board of Directors (BOD), Board Risk Oversight Committee (BROC), and Risk Management Division (RSK) are responsible for setting the overall risk-management framework and risk appetite of the Bank. The BOD is the sole arbiter of the risks taken by the organization, with the sole discretion of determining what manner (strategic direction) and magnitude (risk appetite) of risk are suitable for the organization. The BOD develops both the strategic direction and the risk appetite with inputs provided by Management.

The Board established the BROC to oversee the promotion of a risk-management culture within the Bank. The BROC is responsible for establishing and maintaining a sound risk-management system. It assists the Board in its risk oversight function by:

• Identifying and evaluating risk exposures;
• Developing risk-management strategies;
• Implementing and periodically reviewing the risk management framework; and
• Promoting a culture that is conscious of the importance of risk management and capital adequacy.

The Bank considers the understanding and the management of risk as a key part of its business strategy. The RSK is mandated to strengthen the Bank’s risk management infrastructure to meet the requirements of its business. The RSK implements the risk-management directives of the Board and the BROC by:

• Formulating and recommending policies to manage market, liquidity, credit, operational, information technology, and trust risks arising from the business of the Bank;
• Implementing the risk-management framework approved by the BOD;
• Actively promoting a culture of risk awareness and risk management; and
• Coordinating with Finance and Controllership Group on the adequacy of the Bank’s capital in absorbing the risks present in the Bank’s business.

The RSK reports to the Board through the BROC and is independent from the risk-taking business units of the Bank. Headed by the Chief Risk Officer, it comprises the following departments:

Board of Directors 23

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