Further Amendments to the Regulations on the Approval/Confirmation of the Election/Appointment of Directors/Officers

October 7, 2015 BSP CIRCULAR NO. 887-15 SUBJECT : Further Amendments to the Regulations on the Approval/Confirmation of the Election/Appointment of Directors/Officers 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: (1) ... (2) ... (3) ... (4) ... 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 SECTION 2. Subsection X141.4 of the MORB on confirmation of the election/appointment of directors/officers is hereby amended, as follows: 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: Confirming Authority Position Level a. Monetary Board Directors and senior vice president and above (or equivalent ranks) of UBs and KBs, and of Islamic Banks, TBs, RBs and Coop Banks with total assets of at least P1.0 billion. b. An SES Committee to be Directors and senior vice president and above (or composed of: equivalent ranks) of Islamic Banks, TBs, RBs and Deputy Governor, SES Coop Banks with total assets of less than P1.0 Heads of SES Sub- billion. sectors I, II and III 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. aScITE 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; 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 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 re-election/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/NBFIs 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 xxx 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. HEITAD 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 ID 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 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) ... (2) ... (3) ... (4) ... 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." b. .... xxx xxx xxx SECTION 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 directors and senior vice president and above (or composed of: equivalent ranks) of QBs, and NBFIs with trust Deputy Governor, SES authority with total assets of less than P1.0 billion. Heads of SES Sub- sectors I, II and III 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. ATICcS 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. Re-election 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. Re-election 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: 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 re-election/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 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/NBFIs 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/NBFI 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/re-election 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. TIADCc An officer shall have the following minimum qualifications: xxx xxx 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 ID 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 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/NBFIs 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 QBs/NBFI with trust authority's by-laws, in accordance with Appendix Q-3. d. ...." 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. FIs shall submit to the appropriate department of the SES a bio-data with ID picture of their directors/officers with rank of senior vice president (SVP) and above (or equivalent ranks) upon every election/re-election/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 FI, 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 FI shall not be required to submit their bio-data to the Bangko Sentral. b. The FI 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 offsite verification. c. The FI 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 FI's by-laws, in accordance with Appendix N-1. AIDSTE 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 ID picture of their trustees/officers with rank of senior vice president (SVP) and above (or equivalent ranks) upon every election/re-election/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 APPENDIX 98/Q-57 Documentary Requirements to be Submitted to Bangko Sentral for the Election/Appointment of Directors/Officers of Banks, NBFIs with Trust Authority and Trust Corporations 1/ (Appendix to Subsecs. X141.4/4141Q.4, X180.4/4180Q.2 and X406.10/4406Q.10) Requiring Bangko Sentral Confirmation 2/ Not Requiring Bangko Sentral Confirmation Requiring Monetary Board Approval nor Monetary Board Approval Directors Officers with rank of Officers below the rank All other officers Compliance Officer SVP and above of SVP requiring a below the (or equivalent ranks) different set of minimum rank of SVP 4/ qualifications 3/ Letter-request for Bangko Letter-request for Bangko Letter-request for Bangko Sentral confirmation signed Sentral confirmation signed Sentral approval signed by authorized officer 5/ with by authorized officer with by authorized officer 5/ with an affirmative statement an affirmative statement an affirmative statement that the institution has that the institution has that the institution has conducted a fit and proper conducted a fit and proper conducted a fit and proper test on the director/s test on the officer/s test on the officer/s concerned. concerned. concerned. Secretary's Certificate Secretary's Certificate Secretary's Certificate attesting to the attesting to the resolution attesting to the resolution resolution of the of the board of directors of the board of directors stockholders or approving the approving the board of directors appointment 6/ appointment 7/ approving the election Bio-data with a photograph Bio-data with a photograph Bio-data with a photograph Bio-data with a photograph (2" x 2") taken within the (2" x 2") taken within the (2" x 2") taken within the (2" x 2") taken within the last six (6) months last six (6) months last six (6) months last six (6) months Certification under oath of Certification under oath of Certification under oath of the director concerned the officer concerned the officer concerned that he/she possesses all that he/she possesses all that he/she possesses all the qualifications and the qualifications and the qualifications and none of the none of the none of the disqualifications to disqualifications to disqualifications to become a director become an officer become an officer For directors who are holding concurrent positions in government/ government owned and controlled corporation(s) (GOCC),written permission from the head of Department/ GOCC, allowing him/her to become a director of the FI. For first-time directors in For first-time officers to be a particular bank/QB/NBFI subject to Bangko Sentral with trust authority/trust confirmation in a particular corporation/banking bank/QB/NBFI with trust group as defined in authority/trust corporation/ Subsec. 141.4/4141Q.4: banking group as defined a. Copy of certificate of in Subsec. 141.4/4141Q.4 attendance in Corporate of the MORB/MORNBFI: Governance seminar b. Certification under oath that the director has received copies of the general responsibility and specific duties and responsibilities of the board of directors and of a director and that he/she fully understands and accepts the same c. Duly accomplished and a. Duly accomplished and Duly accomplished and notarized authorization notarized authorization notarized authorization form for querying the form for querying the form for querying the Bangko Sentral watchlist Bangko Sentral watchlist Bangko Sentral watchlist file from the director file from the officer file from the officer concerned concerned concerned For independent directors, certification under oath that he/she is an independent director as defined in Bangko Sentral regulations For re-elected directors, Secretary's Certificate on the attendance by the director concerned to the board meetings held for the last 12 months covering the term of service, indicating percentage of attendance to board meetings Brief description of Brief description of Brief description of and his/her duties his/her duties his/her duties and responsibilities and responsibilities and responsibilities Alien Employment Permit Alien Employment Permit issued by the Department issued by the Department of Labor and Employment of Labor and Employment for foreigners appointed for foreigners appointed as officers as officers APP. 98b/Q-57b DEADLINE : 20 banking/business days from the annual election of the board of directors/trustees SUBMISSION : Original copy to the appropriate department _______________________________________________________________ (Name of Bank/QB/NBFI with Trust Authority/Trust Corporation/NBFI/NSSLA) List of the Members of the Board of Directors and Officers As of ______________ Name Position Department (if applicable) Directors: _______________________ ______________ ______________________ _______________________ ______________ ______________________ Officers with rank of senior vice president and above (or equivalent ranks): _______________________ ______________ ______________________ _______________________ ______________ ______________________ _______________________ ______________ ______________________ Officers below the rank of senior vice president: _______________________ ______________ ______________________ _______________________ ______________ ______________________ _______________________ ______________ ______________________ REPUBLIC OF THE PHILIPPINES) _____________________________) S. S. I solemnly swear that all matters set forth in this report are true and correct, to the best of my knowledge and belief. _____________________________ (Signature of Authorized Signatory) SUBSCRIBED AND SWORN TO BEFORE ME this _________ day of ____________________ 20___, affiant exhibiting to me his/her (valid identification document) No. ____________________ issued at ___________ on ____________ 20___. ________________ Notary Public Until December 31, 20_____________ PTR No. ________________________ Place __________________________ Doc. No. _____________ Page No. _____________ Book No. ____________ Series of _____________ APPENDIX 6 Reports Required of Banks [Appendix to Sec. X192 (2008-X162)] Reports Required of Banks Submission Procedure/ Category Form No. MOR Ref. Report Title Frequency Submission Deadline e-mail Address A. UBs/KBs A-2 Unnumbered X141.9 Certification under oath of directors Upon election 20th banking day after Hardcopy to (No prescribed (Cir. No. 758 that they have received copies of as first-time date of election appropriate form) dated 05.11.12) the general responsibility and director within department specific duties and responsibilities a bank or of the SES of the board of directors and of a banking director and that they fully group understand and accept the same B DCB I/II Form 6F X144 Biographical Data of Directors/ Upon every 20th banking day from Hard copy to (BSP 7-16-18) (CL dated Officers with ID pictures election/re- date of election of the appropriate 01.19.01, M-024 election or directors/meeting of the department dated 07.31.08) If submitted in CD form Notarized appointment/ board of directors in of the SES MAB dated first page of each of the directors'/ promotion or which the officers are 09.02.04 officers' Biographical Data saved in if change in appointed/promoted Cir. No. 758 CD and control prooflist name or dated 05.11.12) residential If sent by electronic mail Notarized address occurs 20th banking day from do first page of Biographical Data or or if requesting the date change of name Notarized list of names of Directors/ for approval of or residential address Officers whose Biographical Data interlocks occurred were submitted thru electronic mail to be faxed to SDC X144 Certification under oath of the Upon election 20th banking day from do (Cir. No. 758 dated independent director that he/she is date of election 05.11.12) an independent director as defined under Subsec. X141.2 and that all the information thereby supplied are true and correct X144 Duly accomplished and notarized Upon election 20th banking day from (Cir. No. 758 dated authorization form for querying or appointment/ date of election of the 05.11.12) the Bangko Sentral watchlist files promotion as directors/meeting of the do first time board of directors in director/officer which the officers are within a bank appointed/promoted or banking group B Unnumbered X141.9 Certification under oath of directors/ Upon 20th banking day from (no prescribed (Cir. No. 758 dated officers with rank of senior vice- election date of election form) 05.11.12) president and above, and officer whose appointment requires prior Monetary Board approval X143.3 Verified statement of director/officer After election 7th banking day as Hard copy to (Cir. No. 513 dated that he/she has all the qualifications or appointment changes occur or after appropriate 02.10.06) and none of the disqualifications and as changes election/appointment department occur of the SES B Unnumbered X144 Notarized List of Members of the Annually 10th banking day from the do (Cir. No. 758 dated Board of Directors and Officers annual election of the 05.11.12) board of directors B. TBs B X144 Duly accomplished and notarized Upon election 20th banking day from Hard copy to (Cir. No. 758 dated authorization form for querying the or appointment/ date of election of the appropriate 05.11.12) Bangko Sentral watchlist files promotion as directors/meeting of the department first time board of directors in which of the SES director/officer the officers are within a bank or appointed/promoted banking group B (MAAB dated Certification under oath of the Upon election 20th banking day from Hard copy to 09.02.05) independent directors that he/she date of election appropriate is an independent director as department defined under Subsec. X141.2 of the SES and that all the information thereby supplied are true and correct B X144 Certification under oath of director/ Upon every 20th banking day from Hard copy to (Cir. No. 758 dated officer that he/she has the election/re- date of election of the appropriate 05.11.12) qualifications and none of the election or directors/meeting of the department disqualifications appointment/ board of directors in of the SES promotion which the officers are appointed/promoted B Unnumbered X144 List of Members of the Board of Annually 20th banking day after Hard copy to (NP09-TB) (As amended by Directors and Officers annual election of the appropriate Cir. No. 758 dated board of directors department 05.11.12) of the SES C. RBs/Coop Banks A-2 Unnumbered X141.9 Certification under oath of directors Upon election 20th banking day after Hard copy to (no prescribed that they have received copies of the as first-time date of election appropriate form) general responsibility and specific director within a department duties and responsibilities of the bank or banking of the SES board of directors and of a director group that they fully understand and accept the same B RB/COB X144 Biographical Data of Directors/ After election or 20th banking day from Hard copy to Form 18 (CL dated 01.09.01, Officers appointment the date of election of the appropriate as amended by If submitted in CD form and as change directors/meeting of the department of M-024 dated Notarized first page of each of the occurs or if board of directors in which the SES 07.31.08) directors'/officers' biodata saved requesting for the officers are elected or in CD and control prooflist approval of appointed/promoted If sent by electronic mail interlocks Notarized first page of Biographical Data or Notarized list of names of Directors/Officers whose Biographical data were submitted thru electronic mail to be faxed to SDC (CL dated 01.09.01) B X144 Duly accomplished and notarized Upon election 20th banking day from Hard copy to authorization form for querying or appointment/ date of election of the appropriate the Bangko Sentral watchlist files promotion as directors/meeting of the department of first time board of directors in which the SES director/officer the officers are appointed/ within a bank or promoted banking group B X144 Certification under oath of the Upon election 20th banking day from Hard copy to MAAB dated independent directors that date of election appropriate 09.02.05 he/she is an independent department of director as defined under the SES Section X141.2 and that all the information thereby supplied are true and correct B X141.9 Certification under oath of director/ Upon every 20th banking day from Hard copy to (Cir. No. 758 dated officer that he/she has all the election/re- date of election of the appropriate 05.11.12) qualifications and none of the election or directors/meeting of the department of disqualifications appointment/ board of directors in which the SES promotion the officers are appointed/ promoted B RB/COB X144 List of Members of the Board Annually 20th banking day from Hard copy to Form 25 (Cir. No. 758 dated of Directors and Officers the annual election of the appropriate 05.11.12) board of directors department of the SES APP. Q-3 List of Reports Required from Quasi-Banks [Appendix to Sec. 4192Q (2008-4162Q)] Submission Category Form No. MOR Ref. Report Title Frequency Submission Deadline Procedure A-2 Unnumbered 4141Q.9 Certification under oath of directors Upon election 20th business day from Hard copy to (no prescribed (As amended that they have received copies of the as first-time date of election appropriate form) by Circular No. general responsibility and specific director with a department of 758 dated duties and responsibilities of the QB or NBFI with the SES 05.11.12) board of directors and of a director trust authority or and that they fully understand and banking group accept the same. B SES II Form 15 4144Q (As Biographical Data of Director/Officer Upon every 20th business day from Hard copy to (NP08-TB) amended by with ID picture. election/re- date of election of the appropriate Cir. 758 dated If submitted in CD form election or directors/meeting of the department of 05.11.12 and Notarized first page of each of the appointment/ board of directors in the SES by M-024 directors'/officers' Biographical promotion or if which the officers are dated 07.31.08) Data saved in CD and control change in name appointed/promoted. proof list or residential If sent by electronic mail address occurs, 20th business day from Notarized first page of or if requesting date the change of Biographical Data or Notarized for approval of name or residential list of names of Directors/ interlocks address occurred Officers whose Biographical Data were submitted thru electronic mail to be faxed to SDC B 4192Q Certification under oath of the Upon election 20th business day from Hard copy to (MAB dated independent directors that date of election appropriate 09.02.05 as he/she is an independent director department of amended by as defined under Subsec. 4141Q.2 the SES Circular No. and that all the information thereby 758 dated supplied are true and correct 05.11.12) B 4192Q Certification under oath of directors/ Upon every 20th business day from Hard copy to (Cir. No. 513 officers that he/she has all the election/re- date of election of the appropriate dated 02.10.06, qualifications and none of the election or directors/meeting of the department of as amended by disqualifications appointment/ board of directors in which the SES Cir. No. 758 promotion the officers are appointed/ dated 05.11.12) promoted. B Unnumbered 4144Q List of Members of the Board of Annually 10th business day from Hard copy to (Circular No. 758 Directors and Officers the annual election of appropriate dated 05.11.12) the board of directors department of the SES B Duly accomplished and notarized Upon election or 20th business day from Hard copy to authorization form for querying the appointment/ date of election of the appropriate Bangko Sentral watchlist files promotion as directors/meeting of the department of first time board of directors in the SES director/officer which the officers are within a QB or appointed/promoted NBFI with trust authority or banking group APP. N-1 List of Reports Required from Non-Bank Financial Institutions (Appendix to Sec. 4162N) Submission Category Form No. MOR Ref. Report Title Frequency Submission Deadline Procedure B SES II Form 15 4145N Biographical Data of Directors/ Upon every 20th business day from Hard copy to (NP08-TB) (Cir. No. 758 Officers with ID picture election/re- date of election of the appropriate dated 05.11.12 If submitted in CD form election or directors/meeting of the department of and M-2008-024 Notarized first page of each of the appointment/ board of directors in the SES dated 07.31.08) directors'/officers' Biographical promotion or if which the officers are Data saved in CD and control change in name appointed/promoted prooflist or residential address occurs If sent by electronic mail 20th business day from Notarized first page of Biographical date the change of name or Notarized list of names of or residential address Directors/Officers whose occurred Biographical Data were submitted thru electronic mail to be faxed to SDC B 4145N Duly accomplished and notarized Upon election 20th business day from Hard copy to (Circular No. authorization form for querying the or appointment/ date of election of the appropriate 758 dated Bangko Sentral watchlist files promotion as directors/meeting of the department of 05.11.12) first time board of directors in the SES director/officer which the officers are within an FI appointed/ promoted B Unnumbered 4145N List of Members of the Board of Annually 20th business day from Appropriate (Circular No. 758 Directors and Officers annual election of the department of dated 05.11.12) board of directors the SES APP. S-2 Reports Required from Non-Stock Savings and Loan Association Submission Category Form No. MOR Ref. Report Title Frequency Submission Deadline Procedure B SES II Form 15 4147S Biographical Data of Trustees/ Upon every 20th business day from Hard copy to (NP08-TB) (As amended by Officers with ID picture election/re- date of election/re-election appropriate Cir. No. 758 dated If submitted in CD form election or of the trustees/meeting department of 05.11.12 and Notarized first page of each of the appointment/ of the board of trustees the SES and M-024 dated trustees'/officers' Biographical Data promotion or if in which the officers are 07.31.08) saved in CD and control prooflist change in name appointed/ promoted or residential If sent by electronic mail address occurs 20th business day from Notarized first page of Biographical date the change of name or Notarized list of names of or residential Trustees/Officers whose address occurred Biographical Data were submitted thru electronic mail to be faxed to SDC B 41475 Duly accomplished and notarized Upon election/re- 20th business day from Hard copy to (Circular No. 758 authorization form for querying the election or date of election/re-election appropriate dated 05.11.12) Bangko Sentral watchlist files appointment/ of the trustees/meeting of department of promotion as the board of trustees in the SES first time which the officers are trustee/officer appointed/promoted within an NSSLA B Unnumbered 4145N List of Members of the Board of Annually 20th business day from Appropriate (Circular No. 758 Trustees and Officers annual election of the department of dated 05.11.12) board of trustees the SES Footnotes 1/ To be submitted within twenty (20) banking/business days from date of election/re-election/appointment/promotion to the appropriate department of the SES. For interlocks requiring Monetary Board approval, the following shall be submitted: (a) Letter-request for Monetary Board approval with justification; and (b) Bio-data. 2/ Including those exempted from the required Bangko Sentral confirmation as provided in Subsecs. X141.4/4141Q.4 and X406.10/4406Q.10 and 4906N.10 for trust corporations. 3/ E.g., Internal Auditor, Security Officer, Head/In-Charge of E/FCDU Operations, and Head/In-Charge of Import and Export Financing Operations (for TBs). 4/ No documentary requirements to be submitted to the Bangko Sentral. 5/ Authorized signatory is the President of the institution, except for appointment of President, in which case the authorized signatory shall be the Chairman of the Corporate Governance Committee or of the Board of Directors, as may be applicable. For those exempted from the required Bangko Sentral confirmation as provided in Subsecs. X141.4/4141Q.4, 4406Q.4 and 4906N.10 submit letter-notice to the Bangko Sentral, in lieu of letter-request for Bangko Sentral confirmation, signed by the aforementioned authorized officer with an affirmative statement that the institution has conducted a fit and proper test on the director/officer concerned. 6/ In case of foreign bank branches, consularized letter of appointment of the officer concerned from the Head Office and/or Regional Office. 7/ In case of foreign bank branches, letter of appointment from the Country Head.