As of April 25, 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 Mariano T. Katipunan, Jr. Member Melinda S. Gonzales-Manto Member Alexander R. Magno Member Jose C. Nograles Independent Director Rebecca Maria A. Ynares Independent Director Ricardo D. Fernandez Independent Director Daniel Gabriel M. Montecillo Independent Director Winston A. Chan Independent Director Simon R. Paterno Independent Director Jose T. Pardo Board Adviser Aurora T. Calderon Board Adviser Ferdinand K. Constantino Board Adviser Cecile L. Ang Board Adviser Antonio M. Cailao Board Adviser 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 MARIANO T. KATIPUNAN, JR., Member GAMALIELH O. BENAVIDES, Chief Trust Officer, Member JOSE T. PARDO, Advisor Audit Committee SIMON R. PATERNO, Chairman (Independent Director) DANIEL GABRIEL M. MONTECILLO, Member (Independent Director) REBECCA MARIA A. YNARES, Member (Independent Director) MELINDA S. GONZALES–MANTO, Member MARIANO T. KATIPUNAN, JR., Member Board Risk Oversight Committee JOSE C. NOGRALES, Chairman (Independent Director) DANIEL GABRIEL M. MONTECILLO, Member (Independent Director) WINSTON A. CHAN, Member (Independent Director) FE B. BARIN, Member MELINDA S. GONZALES-MANTO, Member ANTONIO M. CAILAO, Advisor Corporate Governance Committee DANIEL GABRIEL M. MONTECILLO, Chairman (Independent Director) JOSE C. NOGRALES, Member (Independent Director) RICARDO D. FERNANDEZ, Member (Independent Director) FE B. BARIN, Member SIMON R. PATERNO, Member (Independent Director) Nomination, Compensation, & Remuneration Committee REBECCA MARIA A. YNARES, Chairperson (Independent Director) RICARDO D. FERNANDEZ, Member (Independent Director) WINSTON A. CHAN, Member (Independent Director) FRANCIS C. CHUA, Member ALEXANDER R. MAGNO, Member JOSE T. PARDO, Advisor FERDINAND K. CONSTANTINO, Advisor Related Party Transaction Committee RICARDO D. FERNANDEZ, Chairman (Independent Director) JOSE C. NOGRALES, Member (Independent Director) REBECCA MARIA A. YNARES, Member (Independent Director) SIMON R. PATERNO, Member (Independent Director) MELINDA S. GONZALES–MANTO, Member ANTONIO M. CAILAO, Advisor Information Technology Steering Committee ROBERTO C. BENARES, Chairman MICHELANGELO R. AGUILAR, Member MARITO L. PLATON, Member MARIANO T. KATIPUNAN, JR., 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 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 Executive Committee Charter Audit Committee Charter Board Risk Oversight Committee Charter Corporate Governance Committee Charter Nominations, Compensation, and Remuneration Committee Charter Trust and Investments Committee Charter Related Party Transactions Committee Information Technology Steering Committee Charter 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: