i SECURITIES AND EXCHANGE COMMISSION SEC FORM 17-A, AS AMENDED ANNUAL REPORT PURSUANT TO SECTION 17 OF THE SECURITIES REGULATION CODE AND SECTION 141 OF THE CORPORATION CODE OF THE PHILIPPINES 1. For the fiscal year ended December 31, 2015 2. SEC Identification Number ASO94-002733 3. BIR Tax Identification No. 003-921-057 4. Exact name of issuer as specified in its charter EAST WEST BANKING CORPORATION 5. Metro Manila, Philippines . 6. (SEC Use Only) Province, Country or other jurisdiction of incorporation or organization Industry Classification Code: 7. The Beaufort, 5th Avenue, corner 23rd Street, Fort Bonifacio Global City, Taguig City Address of principal office 8. +632 575-3888 Issuer's telephone number, including area code 9. Former name, former address, and former fiscal year, if changed since last report. 10. Securities registered pursuant to Sections 8 and 12 of the SRC, or Sec. 4 and 8 of the RSA Title of Each Class Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding Common shares 1,499,983,610 shares 11. Are any or all of these securities listed on a Stock Exchange. Yes [ X ] No [ ] If yes, state the name of such stock exchange and the classes of securities listed therein: The above common shares are listed in the Philippine Stock Exchange (PSE)
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i
SECURITIES AND EXCHANGE COMMISSION
SEC FORM 17-A, AS AMENDED
ANNUAL REPORT PURSUANT TO SECTION 17
OF THE SECURITIES REGULATION CODE AND SECTION 141
OF THE CORPORATION CODE OF THE PHILIPPINES
1. For the fiscal year ended December 31, 2015
2. SEC Identification Number ASO94-002733
3. BIR Tax Identification No. 003-921-057
4. Exact name of issuer as specified in its charter EAST WEST BANKING CORPORATION
5. Metro Manila, Philippines . 6. (SEC Use Only)
Province, Country or other jurisdiction of
incorporation or organization
Industry Classification Code:
7. The Beaufort, 5th Avenue, corner 23rd Street, Fort Bonifacio Global City, Taguig City
Address of principal office
8. +632 575-3888
Issuer's telephone number, including area code
9. Former name, former address, and former fiscal year, if changed since last report.
10. Securities registered pursuant to Sections 8 and 12 of the SRC, or Sec. 4 and 8 of the RSA
Title of Each Class Number of Shares of Common Stock
Outstanding and Amount of Debt Outstanding
Common shares 1,499,983,610 shares
11. Are any or all of these securities listed on a Stock Exchange.
Yes [ X ] No [ ]
If yes, state the name of such stock exchange and the classes of securities listed therein:
The above common shares are listed in the Philippine Stock Exchange (PSE)
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12. Check whether the issuer:
(a) has filed all reports required to be filed by Section 17 of the SRC and SRC Rule 17.1 thereunder or
Section 11 of the RSA and RSA Rule 11(a)-1 thereunder, and Sections 26 and 141 of The Corporation Code
of the Philippines during the preceding twelve (12) months (or for such shorter period that the registrant
was required to file such reports);
Yes [ X ] No [ ]
(b) has been subject to such filing requirements for the past ninety (90) days.
Yes [ X ] No [ ]
13. State the aggregate market value of the voting stock held by non-affiliates of the registrant. The
aggregate market value shall be computed by reference to the price at which the stock was sold, or the
average bid and asked prices of such stock, as of a specified date within sixty (60) days prior to the date
of filing. If a determination as to whether a particular person or entity is an affiliate cannot be made
without involving unreasonable effort and expense, the aggregate market value of the common stock
held by non-affiliates may be calculated on the basis of assumptions reasonable under the
circumstances, provided the assumptions are set forth in this Form. (See definition of "affiliate" in
“Annex B”).
Shares Held by Non-Affiliates
as of March 31, 2016
Market Value per Share as of
March 31, 2016
Total Market Value
as of March 31, 2016
316,897,522 shares P=15.38 P=4,873,883,888.36
APPLICABLE ONLY TO ISSUERS INVOLVED IN
INSOLVENCY/SUSPENSION OF PAYMENTS PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:
14. Check whether the issuer has filed all documents and reports required to be filed by Section 17 of the
Code subsequent to the distribution of securities under a plan confirmed by a court or the Commission.
Not Applicable
DOCUMENTS INCORPORATED BY REFERENCE
15. If any of the following documents are incorporated by reference, briefly describe them and identify part
of SEC Form 17-A into which the document is incorporated:
(a) Any annual report to security holders;
(b) Any information statement filed pursuant to SRC Rule 20;
(c) Any prospectus filed pursuant to SRC Rule 8.1.
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EAST WEST BANKING CORPORATION
TABLE OF CONTENTS
SEC FORM 17-A
Page
PART I – BUSINESS AND GENERAL INFORMATION
Item 1. Business 1
Item 2. Properties 41
Item 3. Legal Proceedings 41
Item 4. Submission of Matters to a Vote of Security Holders 42
PART II - OPERATIONAL AND FINANCIAL INFORMATION
Item 5. Market for Issuer's Common Equity and Related Stockholder Matters 42
Item 6. Management's Discussion and Analysis or Plan of Operation 44
Item 7. Financial Statements 57
Item 8. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure
57
PART III - CONTROL AND COMPENSATION INFORMATION
Item 9. Directors and Executive Officers of the Issuer 58
Item 10. Executive Compensation 65
Item 11. Security Ownership of Certain Beneficial Owners and Management 66
Item 12. Certain Relationships and Related Transactions 68
PART IV – CORPORATE GOVERNANCE
Item 13. Corporate Governance 69
PART V - EXHIBITS AND SCHEDULES
ANNEX A – Certification on Qualification of Independent Directors
ANNEX B – Certification that None of the Directors and Officers work with the Government
ANNEX C – List of Owned and Leased Branches
ANNEX D – Annual Corporate Governance Report
ANNEX E – 2015 Audited Consolidated Financial Statements
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PART I - BUSINESS AND GENERAL INFORMATION
Item 1. Business
Overview of the Bank
East West Banking Corporation (“EW”, “EastWest”) was granted authority by the Bangko Sentral ng Pilipinas
(BSP) to operate as a commercial bank under Monetary Board (MB) Resolution. No. 101 dated July 6, 1994,
and commenced operations on July 8, 1994. EastWest was also granted authority by the BSP to operate an
expanded foreign currency deposit unit under MB Resolution No. 832 dated August 31, 1994. As of
December 31, 2015 EastWest is effectively 78% owned by Filinvest Development Corporation (“FDC”).
EastWest’s ultimate parent company is A.L. Gotianun, Inc..
On February 17, 2014, the SEC approved the application of EW to change its registration from a “Government
Securities Eligible Dealer” (with broker-dealer of securities functions) to an “Underwriter of Securities
Engaged in Dealing Government Securities” (with broker-dealer of securities functions), in accordance with
the SRC and other applicable laws, rules and regulations. EW’s registration as an “Underwriter of Securities
Engaged in Dealing Government Securities” had an initial validity of up to December 31, 2014, and has been
extended until the end 2016.
EW has been listed on the PSE since May 7, 2012.
Mergers and Acquisitions
In 2003, EW acquired Ecology Savings Bank, Inc., while in 2009, EW acquired AIG PhilAm. In 2011, EW
acquired Green Bank (A Rural Bank), Inc. (GBI). It’s most recent acquisition was in 2012, when it acquired
Finman Rural Bank, Inc. (FRBI).
On August 19, 2011, EW entered into a deed of assignment for the purchase of a majority of the outstanding
shares and control of GBI. Consequently, GBI became a subsidiary of EW. On July 11, 2012, EW acquired an
83.17% interest in FRBI, a rural bank engaged in the business of extending credit to farmers, tenants, and
rural enterprises. EW subsequently increased its ownership in FRBI to 100.00% through additional share
acquisitions and capital contributions in 2012 and 2013. In May 2013, FRBI changed its name to East West
Rural Bank, Inc. (“EWRB”) and entered into an asset purchase agreement with GBI, effectively consolidating
all of the Bank’s rural banking business in EWRB.
On March 28 and June 5, 2014, the BSP and the SEC respectively, approved the proposed merger between
EW and GBI. On July 31, 2014, the merger between EW and GBI was completed.
Securities Issuances
On July 2, 2010, the Bank issued Lower Tier 2 unsecured subordinated notes with par value of P1.50 billion
and a coupon rate of 7.50% , maturing on January 2, 2021 with a call option date of January 2, 2016. On
July 25, 2008, the Bank issued Lower Tier 2 unsecured subordinated notes with par value of P1.25 billion
2
and a coupon rate of 8.63%, maturing on January 26, 2019 with an optional redemption date on January 25,
2014.
On January 25, 2014, the Bank exercised its call option on the said notes. The redemption was approved by
EW’s Board on August 29, 2013 and by the BSP on November 7, 2013. On July 4, 2014, the Bank completed
its issuance of Basel III-compliant Tier 2 unsecured subordinated notes with a total face value of P5 billion
with a coupon rate of 5.5% and maturing in January 2025.
In February 2014, the Bank issued the fourth tranche of its 3.25% fixed coupon rate unsecured LTNCDs
(“Series 2 LTNCDs”) maturing on September 9, 2019 amounting to P0.83 billion. Subsequently, in April 2014,
the Bank issued the fifth tranche of the Series 2 LTNCDs with a face value of P0.91 billion.
On July 4, 2014, the Bank issued Basel III-compliant Tier 2 unsecured subordinated notes with a total face
value of P5 billion at a coupon rate of 5.5% maturing in January 2025.
On January 29, 2015, the BOD approved the common shares rights offering. In March 2015, the BOD
approved the application of the Bank to list up to 371,574,000 common shares with par value of P=10 per
share to cover its stock rights offering. Details of the offer are as follows:
Entitlement Ratio 32.929 right shares for every 100 shares
Offer Price P=21.53
Number of shares to be offered 371,574,000 shares
Ex-rights date April 16, 2015
Record date April 21, 2015
Start of offer period April 24, 2015
End of Offer Period April 30, 2015
The offer price was computed based on the volume-weighted average price of the Bank’s common shares
traded in the PSE for each of the 15 consecutive trading days immediately prior to (and excluding) the pricing
date, subject to a discount rate of 12.80%.
On May 8, 2015, a total of 371,574,000 common shares were listed at the PSE with P=10.00 par value per
share. The total proceeds raised by the Bank from the sale of the said shares amounted to P=8.00 billion
while the net proceeds (after deduction of direct costs related to equity issuance) amounted to P=7.95 billion.
The net proceeds were used to invest in securities allowed under BSP regulation and to fuel growth in loans.
Subsidiaries
East West Rural Bank, Inc.
EWRB (formerly FRBI) consolidated, through an asset acquisition effective November 1, 2013, the rural
banking business of GBI and FRBI, the two rural banks that EW earlier acquired in 2011 and 2012,
respectively. FRBI was incorporated and registered with the SEC on November 5, 1997, with the purpose of
accumulating deposits and granting loans to various individuals and corporate entities as well as
government and private employees. In May 2013, its name was changed to EWRB. GBI was founded on June
20, 1974 as Rural Bank of Nasipit (Agusan Del Norte), Inc., primarily to engage in the business of extending
3
credit to small farmers, tenants and deserving rural industries or enterprises and to transact business which
may be legally done by rural banks organized in accordance with R.A. No. 7353, Rural Bank Act of 1992. As
of December 31, 2015, EWRB had 55 branches.
East West Insurance Brokerage, Inc.
East West Insurance Brokerage, Inc. (EWIB) was incorporated and registered with the Philippine Securities
and Exchange Commission on July 6, 2015 with the primary purpose to act as an insurance broker. On
September 23, 2015, the Insurance Commission (“IC”) authorized EWIB to act as an insurance broker. It
started its commercial operations in September 24, 2015. Its place of business is located at 5th avenue
corner 23rd street, Bonifacio Global City, Taguig City.
Investment in a Joint Venture
On May 28, 2015, the Bank and Ageas Insurance International N.V. (Ageas) entered into a joint venture
agreement to form East West Ageas Life Insurance Corporation (EWAL) for an ownership interest of 75.00%
less one share and 25.00% plus one share, respectively. EWAL shall be engaged primarily in the life insurance
business. As of December 31, 2015, the stockholders are in the process of satisfying the conditions of the
joint venture agreement after which the Bank shall transfer an additional 25.00% of the issued shares of
EWAL to Ageas. This will result in a shareholder structure of 50.00% less one share and 50.00% plus one
share for the Bank and Ageas, respectively.
On September 21, 2015, the BSP approved the Bank’s initial equity investment amounting to P500.00 million
in EWAL. Subsequently, on October 20, 2015, the SEC approved the registration of EWAL. On December
22, 2015, EWAL obtained from the Insurance Commission a license to operate a life insurance business. As
at December 31, 2015, EWAL has not yet started commercial operations, pending approval of the Insurance
Commission on the life insurance products.
EWAL’s registered office is at One World Place, 32nd Street, Bonifacio Global City, Taguig City.
Principal Business Activities
Retail Banking
The retail banking segment mainly covers traditional branch banking products and services such as
deposits, back-to-back/emerging market loans and other over-the-counter (“OTC”) transactions. It also
caters to the needs of high net-worth clients for alternative investment channels and cash management
requirements of mid-market corporates. It includes entire transaction processing, service delivery and
infrastructure consisting of the Bank’s network of branch stores, ATMs, as well as its internet banking
platform.
Principal Products and Services
The Bank offers a comprehensive range of deposit products, consisting primarily of Peso demand, savings
and time deposits. Offered also are US Dollar & RMB savings and time deposits. Also offered are consumer
4
loans – auto, mortgage and personal as well as corporate loans. Payment facilities such as debit, prepaid
and credit cards are also available.
EastWest also offers a suite of electronic channels such as internet banking for individuals and corporates,
mobile banking, phone banking and ATMs.
The table below lists out and describes the various products and services of EastWest:
Branch Products / Services
Description
DEPOSIT PRODUCTS
Regular Checking Account The Regular Checking Account is a non-interest bearing Peso-
denominated checking account wherein funds can be
withdrawn through the issuance of checks.
ATM Access Savings The ATM Access Savings Account is savings account evidence
by a Visa Debit Card. In lieu of the passbook, a statement of
account is given to the depositors. This account earns interest
at 0.25% per annum.
Cool Savers Kiddie Account Cool Savers is an interest-earning Peso savings deposit
account for children that is evidenced by a passbook
Passbook Savings Account The Passbook Savings Account is an interest-bearing Peso-
denominated deposit account. This account allows a client to
deposit and withdraw their funds anytime by presenting a
passbook
Passbook Savings with Debit Card An interest bearing savings deposit account that has both
passbook and Visa debit card having their transactions
documented in a passbook while enjoying the advantages and
convenience of modern banking.
Basic Savings Account
Super Saver
The most affordable interest earning savings account offered
by EastWest Bank. With only P100 initial deposit and P500
required balance to earn interest. Evidenced by a Visa Debit
Card.
A savings deposit account that pays interest in increasingly
higher amounts as the account balance increases. This savings
account also gives bonus interest within the calendar month if
there are no client initiated debit transaction.
Renminbi Savings Account
Third Currency savings account evidenced by a passbook for
Renminbi.
5
Euro Savings Account
Japanese Yen Savings Account
Singapore Dollar Savings Account
Third Currency savings account evidenced by a passbook for
Euro.
Interest-bearing Japanese Yen denominated savings account
with a passbook.
Third Currency savings account evidenced by a passbook for
Singapore Dollar.
Dollar Savings Account Interest-bearing U.S. dollar-denominated savings account with
passbook.
Peso Time Deposit Account Interest-bearing, term deposit evidenced by a certificate
issued in favor of the depositor with a specific maturity period.
It allows a client to earn higher yields compared to a regular
savings deposit rate. Interest rate on the time deposit account
varies based on the term and the amount of the deposit.
Dollar Time Deposit Account Interest-bearing, U.S. dollar denominated deposit account
evidenced by a certificate issued in favor of the depositor with
a term ranging from 30 days to as long as 5 years. Interest
rate on the time deposit account varies based on the term and
the amount of the deposit.
Renminbi Time Deposit Account
Euro Time Deposit Account
Japanese Yen Time Deposit Account
Singapore Dollar Time Deposit
Account
Interest-bearing, Chinese Yuan denominated deposit account
evidenced by a certificate issued in favor of the depositor with
a term ranging from 30 days to as long as 180 days. Interest
rate on the time deposit account varies based on the term and
the amount of the deposit.
Interest-bearing, Euro denominated deposit account
evidenced by a certificate issued in favor of the depositor with
a term ranging from 30 days to as long as 180 days. Interest
rate on the time deposit account varies based on the term and
the amount of the deposit.
Interest-bearing, Japanese Yen denominated deposit account
evidenced by a certificate issued in favor of the depositor with
a term ranging from 30 days to as long as 180 days. Interest
rate on the time deposit account varies based on the term and
the amount of the deposit.
Interest-bearing, Singapore Dollar denominated deposit
account evidenced by a certificate issued in favor of the
depositor with a term ranging from 30 days to as long as 180
6
days. Interest rate on the time deposit account varies based
on the term and the amount of the deposit.
Basic Checking Account The affordable Checking account requring only P1,000 as
initial deposit and maintaining balance. It comes with a
Checkbook and a Visa Debit Card.
ChequeMax Interest-bearing Peso-denominated account that offers
superior convenience to both personal and corporate account
holders in accessing funds.
ChequeMax Rewards Interest-bearing checking account that comes with a record
book, a debit card and a checkbook. An account holder earns
reward points for every P5,000 increment above the required
ADB, which can then be used to redeem gift certificates.
VISA Debit Card EastWest Debit Card is Visa branded that allows customers
cashless shopping, dining or online payments. The Debit Card
can be used to pay for purchases both locally and abroad; and
are accepted in over one million Visa ATMs worldwide.
Visa Prepaid Card EastWest Prepaid Card is a Visa branded reloadable card used
for cashless shopping, dining or online payments. Since the
EastWest Prepaid Card is Visa branded, it card can be used to
pay for purchases both locally and abroad; and are accepted in
over one million Visa ATMs worldwide.
Visa Travel Card EastWest Travel Card is a multi-currency card that may be
loaded with multiple currencies for convenience and easy
access to funds when traveling in different countries without
the worry on fluctuating exchange rates.
CONSUMER LOANS
Home Loan The EastWest Bank Home Loan is a loan tailor-fit to clients’
unique house financing needs for acquisition of vacant lot,
house and lot or condominium units; construction and
renovation; as well as multi-purpose for home equity or
refinancing of an existing mortgage loan. Loan terms are
flexible with various fixing options and with tenor as long as
30 years.
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Auto Loan The EastWest Bank Auto Loan is a loan that allows clients to
acquire brand new or pre-owned vehicles.
Salary Loan The EastWest Bank Salary Loan is a multi-purpose loan that
can be availed by qualified employees of accredited companies
to finance their personal needs.
Personal Loan EastWest Bank Personal Loan is a no collateral multi-purpose
loan that caters to the client’s personal financial requirements.
EASTWEST BANK CREDIT CARDS
Visa and MasterCard EastWest Visa/MasterCard Classic/Gold allows Cardholders to
experience shopping privileges while providing Perks &
Limitless Rewards programs. Cardholders may convert their
Limitless Rewards points into Rewards Vouchers which can be
used to purchase merchandise or exchange for gift certificates
at partner merchants. Cardholders may also enjoy free
Comprehensive Travel Accident and Inconvenience Insurance
of up to P20 million when they purchase travel tickets using
their EastWest Gold Visa/MasterCard.
EveryDay MasterCard
EastWest EveryDay MasterCard is the all-in-one cash rebate
card. Designed to be part of the Cardholder's daily activity. It
converts everyday spending into smart spending with its cash
rebate feature. It is the only credit card in the market that gives
cardholders up to 5% rebate on supermarket, gas and
drugstore purchases for a minimum spend amount of P10,000
on non-essential items each month. They may earn either 3%
or 0.5% on non-essential purchases of P5,000 to below
P10,000, or below P5,000, respectively.
Platinum MasterCard
EastWest Platinum MasterCard allows Cardholders to enjoy the
following exclusive features and benefits that suit their
premium lifestyle and discerning taste: Free Lifetime Annual
3. Davao - Lanang Lot 6 Blk 5, Insular Village, Pampanga Buhangin, Lanang Davao City
4. Pioneer UG-09 Pioneer Pointe Condominium, Pioneer St., Mandaluyong City
5. Tandang Sora Lot 80-A Kalaw Hills Subd., Brgy. Culiat, Tandang Sora
Branches and Buildings Leased as of December 31, 2015
Branch/Building Commencement Date Expiration Date Monthly Rent
Gil Puyat January 1, 2010 January 1, 2020 96,102.65
Cubao January 1, 2011 December 29, 2020 82,880.00
Ortigas July 1, 2010 June 30, 2015 153,464.00
Las Piñas January 3, 2013 January 1, 2023 118,720.00
Edsa-Kalookan June 16, 2007 June 13, 2017 73,271.03
Roosevelt March 1, 2010 February 27, 2020 87,073.07
Pasig Shaw March 12, 1995 March 12, 2015 36,456.00
Pasig - Poblacion October 22, 2010 October 19, 2020 89,600.00
Ayala Avenue - Herrera October 1, 2012 September 29, 2022 173,708.64
Imus November 5, 2010 November 2, 2020 90,160.00
Taytay February 16, 2011 February 15, 2016 41,834.36
Congressional July 1, 2012 June 28, 2027 100,800.00
Anonas April 15, 2012 April 16, 2027 90,000.00
President'S Avenue September 1, 2010 August 29, 2020 134,400.00
Antipolo-Marcos Highway September 12, 2014 September 12, 2015 54,962.28
Regalado September 28, 2010 September 25, 2020 101,105.03
Bagumbayan April 1, 2008 March 31, 2015 108,864.00
Bacoor - Aguinaldo Highway March 21, 2011 March 20, 2021 80,556.00
Padre Faura March 1, 2013 February 27, 2023 156,800.00
Sto. Cristo January 1, 2011 December 31, 2015 113,817.31
Pasong Tamo June 30, 2014 June 30, 2019 80,438.40
Mandaluyong Shaw June 1, 2012 May 31, 2019 106,943.76
Quezon Avenue August 21, 2014 August 21, 2015 56,442.29
Katipunan October 1, 2012 September 29, 2022 197,232.00
Escolta April 1, 2007 March 29, 2017 107,000.00
Banawe April 1, 2009 March 30, 2019 98,560.00
Festival Supermall April 30, 2014 April 30, 2024 146,424.32
Annapolis April 1, 2008 March 30, 2018 161,280.00
San Fernando - Dolores February 16, 2012 February 15, 2022 133,452.48
Cabanatuan January 16, 2012 January 12, 2027 60,000.00
Lucena January 1, 2012 December 30, 2016 140,000.00
Calamba February 1, 2010 January 30, 2020 77,040.00
Branch/Building Commencement Date Expiration Date Monthly Rent
Westgate June 15, 2012 July 31, 2017 279,328.00
Dagupan July 16, 2013 July 12, 2028 40,000.00
Cagayan De Oro April 12, 2012 April 10, 2022 78,400.00
Zamboanga November 1, 2013 October 30, 2023 120,000.00
Baguio City May 15, 2014 May 15, 2024 176,960.00
Cebu - N. Escario Cash Center June 1, 2010 May 31, 2020 125,664.00
Tomas Morato July 16, 2013 July 16, 2023 120,750.00
Sucat November 16, 2013 November 16, 2023 110,250.00
Angeles, Pampanga November 1, 2013 October 31, 2028 100,800.00
Valenzuela November 1, 2006 October 29, 2016 53,760.00
Greenhills - West September 1, 2013 August 31, 2023 134,366.76
Valero November 1, 2013 November 1, 2018 187,473.44
Salcedo August 16, 2011 August 13, 2021 105,897.17
Tektite (Renewal) October 1, 2013 September 29, 2023 319,200.00
Festival Mall Level 1 January 31, 2014 January 31, 2024 146,424.32
Tarlac February 19, 2013 February 17, 2023 84,000.00
T. Alonzo September 16, 2009 September 14, 2017 177,800.00
Batangas May 1, 2012 April 29, 2022 95,200.00
West Avenue February 26, 2010 February 24, 2020 95,295.69
Cebu - Mandaue Briones Highway September 14, 2013 September 12, 2023 90,881.56
Naga April 26, 2014 April 25, 2019 112,000.00
Laoag September 3, 2014 September 3, 2024 30,000.00
Cebu-Banilad June 1, 2012 May 31, 2022 62,720.00
Cebu - Magallanes January 1, 2013 December 31, 2017 123,131.75
La Union October 1, 2012 September 29, 2022 93,912.00
Cotabato October 5, 2011 October 2, 2021 50,400.00
Tacloban July 1, 2012 June 29, 2022 98,560.00
Isabela August 21, 2010 August 18, 2020 61,600.00
New Manila January 1, 2006 December 30, 2015 67,200.00
Intramuros January 1, 2012 December 31, 2017 76,032.00
Davao - Sta. Ana May 15, 2008 January 14, 2023 125,395.20
Del Monte February 1, 2007 January 29, 2017 148,332.80
Grace Park October 1, 2012 September 29, 2022 179,200.00
Binondo November 1, 2011 October 31, 2018 500,000.00
Paseo De Roxas November 1, 2012 October 31, 2017 340,234.09
Baliuag Bulacan March 1, 2008 February 27, 2018 60,000.00
Davao-Matina July 1, 2008 June 29, 2018 74,900.00
Lipa City July 1, 2008 June 30, 2020 89,364.21
The Fort September 1, 2013 August 31, 2018 108,715.50
Iloilo November 1, 2008 October 30, 2018 82,800.00
Urdaneta Pangasinan December 1, 2008 November 29, 2018 85,600.00
Paso De Blas May 1, 2009 April 28, 2021 37,500.00
Isabela - Cauayan May 1, 2009 April 27, 2024 73,864.00
Branch/Building Commencement Date Expiration Date Monthly Rent
Governor Pascual Malabon September 1, 2009 August 28, 2024 36,000.00
Bacolod May 1, 2011 April 28, 2021 95,200.00
Divisoria April 1, 2009 March 30, 2019 67,200.00
Paseo De Roxas - Philam Tower October 1, 2010 September 30, 2020 263,105.92
San Miguel Avenue-Ortigas May 1, 2011 April 29, 2018 130,000.00
Alabang Madrigal June 15, 2014 June 15, 2024 186,278.40
Un Avenue August 1, 2009 July 30, 2019 195,096.83
Dela Rosa Pasong Tamo August 1, 2009 July 30, 2019 108,799.60
Baclaran June 17, 2010 June 16, 2015 139,958.00
A. Bonifacio April 20, 2010 April 17, 2020 63,999.94
Paco June 23, 2010 June 20, 2020 89,600.00
Soler May 15, 2010 May 14, 2015 89,600.00
San Juan July 6, 2010 July 3, 2020 84,000.00
Legaspi Village April 27, 2010 April 24, 2020 149,721.60
Amorsolo August 1, 2010 July 31, 2015 165,515.84
Makati Stock Exchange June 1, 2010 May 29, 2020 213,027.25
Carmona May 1, 2010 April 27, 2025 55,640.00
Olongapo June 1, 2010 May 28, 2025 100,000.00
South Triangle September 1, 2010 August 29, 2022 60,480.00
Novaliches July 28, 2010 July 25, 2022 57,569.76
Iligan City July 22, 2010 July 18, 2025 56,000.00
Emerald July 1, 2010 June 30, 2015 127,647.74
C. Raymundo September 1, 2010 August 29, 2020 83,524.00
Roxas Blvd. August 1, 2010 July 30, 2017 75,000.00
Cebu Mactan August 1, 2010 July 29, 2020 73,271.03
Malabon - Potrero October 1, 2010 September 30, 2020 61,600.00
General Santos City September 15, 2010 September 11, 2025 47,368.42
Evangelista October 1, 2010 September 28, 2020 84,000.00
Mandaluyong Libertas December 1, 2010 November 28, 2020 125,664.00
Balanga Bataan October 1, 2010 September 27, 2025 67,200.00
Northbay Navotas August 15, 2010 August 12, 2020 50,400.00
Muntinlupa November 15, 2010 November 12, 2020 67,200.00
Butuan January 1, 2011 December 29, 2020 81,241.60
General Trias-Cavite February 2, 2011 January 30, 2021 83,640.00
Burgos Circle April 1, 2011 March 29, 2021 342,552.00
Ozamiz April 1, 2011 March 28, 2021 67,620.00
San Pablo March 3, 2011 February 27, 2026 69,160.00
San Pedro August 17, 2011 August 14, 2021 65,000.00
B.F. Resort April 4, 2011 March 31, 2026 55,000.00
168 Mall February 1, 2011 January 31, 2016 120,601.60
Iloilo - Iznart June 1, 2011 May 29, 2021 89,600.00
Magallanes April 1, 2011 March 29, 2021 68,750.00
Cebu - Mandaue North Road October 7, 2011 October 4, 2021 84,000.00
Branch/Building Commencement Date Expiration Date Monthly Rent
Davao Toril May 26, 2011 May 22, 2026 35,000.00
Antipolo July 4, 2011 June 30, 2026 52,631.58
Tuguegarao June 1, 2011 May 29, 2021 89,600.00
Marikina - Gil Fernando Ave December 1, 2011 November 28, 2021 82,500.00
Greenhills Shopping Center September 1, 2014 September 1, 2017 304,945.30
Cebu - Grand Cenia January 1, 2012 January 1, 2022 220,071.60
Gil Puyat - F. B. Harrison April 11, 2014 April 10, 2029 22,400.00
Taft - Nakpil March 31, 2014 March 31, 2024 140,000.00
Acropolis August 1, 2015 July 31, 2025 224,000.00
Taytay - Manila East December 26, 2014 November 26, 2023 108,000.00
Caloocan - A. Mabini March 31, 2014 March 31, 2024 136,528.00
Iloilo - Molo November 1, 2013 October 31, 2023 109,930.24
Alabang Commerce October 1, 2013 October 1, 2023 144,569.60
Metropolitan Avenue February 1, 2014 February 1, 2021 138,542.88
Ortigas - Rockwell March 31, 2014 March 31, 2019 126,120.96
Pangasinan - San Carlos October 1, 2013 September 30, 2023 70,560.00
Pasig Blvd. September 6, 2011 September 2, 2026 44,800.00
Mayon November 5, 2011 November 2, 2021 150,414.88
Davao - Tagum December 2, 2011 November 30, 2021 58,800.00
Don Antonio Heights December 17, 2011 December 16, 2026 108,695.65
City Place Square October 21, 2011 October 19, 2016 144,883.20
Baesa September 7, 2011 September 4, 2021 40,000.00
Banawe - Sct. Alcaraz December 17, 2011 December 14, 2021 100,800.00
Timog Avenue August 4, 2011 August 1, 2021 97,519.00
West Service Road Branch August 22, 2011 August 18, 2026 65,000.00
Wilson Branch November 16, 2011 November 13, 2021 121,495.33
Pasong Tamo - Bagtikan October 1, 2011 September 29, 2019 66,400.00
Sucat - Evacom December 1, 2011 November 28, 2021 80,514.00
Banawe - N. Roxas August 31, 2011 August 31, 2019 140,000.00
Baguio Session Road January 16, 2012 January 13, 2022 151,200.00
Edsa Howmart October 5, 2011 October 2, 2021 90,950.00
E. Rodriguez January 12, 2012 January 9, 2022 123,200.00
Jose Abad Santos - Tayuman September 1, 2012 August 30, 2022 123,200.00
Pampanga - Apalit July 16, 2012 July 13, 2027 70,736.85
Ayala Ave. - Sgv 1 June 1, 2012 May 31, 2017 205,667.84
Marikina - Concepcion July 1, 2012 June 29, 2022 109,579.68
Balibago - Angeles August 7, 2012 August 5, 2022 159,600.00
Betterliving - Doña Soledad Ave. July 9, 2012 July 7, 2022 140,000.00
Ilocos Sur - Candon March 22, 2011 March 19, 2021 117,600.00
Cebu - A.S. Fortuna September 1, 2012 August 30, 2022 100,800.00
Cebu - M. Velez August 1, 2012 July 30, 2022 93,184.00
Connecticut May 5, 2012 December 30, 2018 168,000.00
Davao - C.M. Recto September 1, 2012 August 30, 2022 39,200.00
Branch/Building Commencement Date Expiration Date Monthly Rent
Edsa - Muñoz March 13, 2012 March 11, 2022 96,600.00
Kamias January 5, 2012 January 1, 2027 100,800.00
Koronadal City August 1, 2012 July 30, 2022 94,315.79
Pasay - D. Macapagal Blvd. May 15, 2012 May 14, 2017 123,200.00
Bacolod - Mandalagan April 1, 2012 March 31, 2022 78,400.00
Las Piñas - Marcos Alvarez July 1, 2012 June 29, 2022 60,000.00
Masambong October 1, 2012 September 29, 2022 112,000.00
Masangkay July 15, 2012 July 13, 2022 106,400.00
Makati Ave - Pacific Star July 16, 2012 July 15, 2017 77,311.92
Pagadian - Fs Fajares Ave. August 1, 2012 July 29, 2027 78,704.64
Puerto Prinsesa - Rizal Ave July 15, 2012 July 12, 2027 112,660.80
Cebu - Park Mall August 1, 2012 July 31, 2019 78,500.80
Rada May 23, 2012 May 21, 2022 173,261.20
Roosevelt - Sto. Nino July 1, 2012 June 28, 2027 84,000.00
Pampanga - San Fernando Sindalan July 15, 2012 July 12, 2027 168,000.00
Sucat - Kingsland September 1, 2012 August 30, 2022 118,720.00
Taft Avenue September 16, 2012 September 14, 2022 168,000.00
Tomas Mapua - Lope De Vega July 1, 2012 June 29, 2022 61,600.00
T.M. Kalaw July 1, 2012 July 1, 2022 224,000.00
Up Village July 15, 2012 July 13, 2022 84,210.53
Benavidez December 1, 2011 November 28, 2021 107,520.00
Araneta Avenue March 1, 2012 February 27, 2022 118,104.00
Quiapo January 2, 2012 December 30, 2021 82,526.32
999 Shopping Mall November 21, 2012 November 20, 2017 160,656.00
Amorsolo - Queensway December 10, 2012 December 8, 2022 98,784.00
Makati Avenue April 1, 2012 March 31, 2019 201,600.00
Eastwood City March 5, 2012 March 4, 2017 214,133.92
North Edsa May 16, 2012 May 14, 2022 147,980.00
Bf Homes - Aguirre Ave September 1, 2012 August 29, 2027 49,000.00
Quezon Avenue - Dr. Garcia Sr. April 16, 2012 April 15, 2022 170,755.20
J. P. Rizal May 1, 2012 April 29, 2022 89,672.80
Grace Park - 7Th Ave May 21, 2012 May 19, 2022 134,400.00
Bacoor - Molino September 1, 2010 August 29, 2020 80,556.00
Davao - Bajada May 1, 2012 April 30, 2027 450,037.50
Pasay - Libertad October 8, 2012 October 6, 2022 313,600.00
Ayala Avenue - Rufino Building September 1, 2012 August 30, 2022 153,260.80
Batangas - Bauan September 1, 2012 August 30, 2022 89,600.00
Alabang Entrata February 11, 2013 February 10, 2018 203,956.48
Boni Avenue August 16, 2012 August 14, 2022 105,000.00
Boracay September 16, 2012 September 14, 2022 156,800.00
Pangasinan - Rosales October 1, 2012 September 29, 2022 95,200.00
Cagayan De Oro City - Cogon August 4, 2012 August 2, 2022 112,000.00
Mindoro - Calapan August 1, 2012 July 30, 2022 83,104.00
Branch/Building Commencement Date Expiration Date Monthly Rent
Cavite - Naic August 1, 2012 July 29, 2024 40,000.00
Cavite - Tanza August 1, 2012 July 29, 2027 20,000.00
Cebu - Fuente Osmeña November 1, 2012 October 30, 2022 174,193.82
Cebu - Asia Town It Park July 31, 2012 July 29, 2022 81,865.28
Cebu - Juan Luna October 1, 2012 September 29, 2022 84,000.00
Cebu - Minglanilla September 16, 2012 September 14, 2022 80,874.64
Cebu Talisay October 1, 2012 September 29, 2022 67,200.00
Cebu - A.C Cortes August 16, 2012 August 14, 2022 92,000.00
Cebu - Basak Pardo October 1, 2012 September 29, 2022 76,496.00
Cebu Magallanes - Nilo Me Tangere October 1, 2012 September 29, 2022 95,200.00
Commonwealth November 1, 2012 October 30, 2022 90,820.80
Cubao - Araneta Center September 2, 2012 August 31, 2022 181,680.80
Dagupan - A.B. Fernandez Avenue November 1, 2012 October 31, 2027 100,210.52
Dasmariñas August 1, 2012 July 30, 2022 116,978.40
Davao - Jp Laurel November 1, 2012 October 29, 2027 54,900.00
Davao - Panabo June 8, 2012 June 6, 2022 62,720.00
H.V. Dela Costa September 15, 2012 September 14, 2017 93,993.76
Legaspi - Dela Rosa December 1, 2012 November 29, 2022 205,200.00
Bataan - Dinalupihan November 1, 2012 October 29, 2027 50,000.00
Dumaguete City August 16, 2012 August 14, 2022 168,000.00
El Cano September 1, 2012 August 30, 2022 138,000.00
Fairview August 15, 2012 August 13, 2022 84,210.53
Pampanga - Guagua November 1, 2012 October 30, 2022 90,000.00
Bacolod - Hilado August 1, 2012 July 30, 2022 33,600.00
Iloilo - Jaro October 16, 2012 October 14, 2022 57,120.00
Julia Vargas September 1, 2012 August 30, 2022 217,557.76
Benguet - La Trinidad October 1, 2012 September 29, 2022 100,000.00
Lagro November 1, 2012 October 29, 2027 64,842.11
Loyola Heights - Katipunan November 1, 2012 October 30, 2022 112,000.18
Malabon - Rizal Ave. September 1, 2012 August 29, 2027 45,000.00
Marikina - J.P. Rizal June 16, 2012 June 16, 2022 112,000.00
Mckinley Hill September 16, 2012 September 15, 2017 323,814.40
Meycauyan - Malhacan September 1, 2012 August 30, 2022 156,368.80
Ormoc City November 1, 2012 October 30, 2022 97,412.00
Garnet September 15, 2012 September 13, 2022 152,633.60
Tarlac Paniqui November 1, 2012 October 27, 2032 31,705.33
San Lorenzo - A. Arnaiz Avenue October 8, 2012 October 6, 2022 313,600.00
Pasig - Valle Verde October 1, 2012 September 29, 2022 119,168.00
Pasig - Rosario October 15, 2012 October 13, 2022 89,600.00
Pasig - Santolan September 1, 2012 August 30, 2022 59,505.60
The Fort 26Th St-11Th Ave September 16, 2014 September 15, 2024 128,400.00
Nueva Ecija - San Jose October 1, 2012 September 29, 2022 50,400.00
Nueva Vizcaya - Solano November 1, 2012 October 29, 2027 50,400.00
Branch/Building Commencement Date Expiration Date Monthly Rent
Surigao City November 1, 2012 October 30, 2022 72,080.96
Tagbilaran September 16, 2012 September 14, 2022 111,699.91
Novaliches - Talipapa October 1, 2012 September 29, 2022 142,800.00
Batangas - Tanauan September 1, 2012 August 29, 2027 32,256.00
The Fort - F1 September 1, 2012 August 31, 2022 232,100.00
Vigan November 1, 2012 October 30, 2022 88,421.05
Zamboanga City - Canelar July 16, 2012 July 14, 2022 81,347.37
Las Pinas - Almanza October 1, 2012 September 28, 2027 112,000.00
Greenhills - North February 15, 2013 February 13, 2023 219,192.96
Mandaluyong Wack - Wack November 1, 2012 October 31, 2017 112,465.92
Sucat - Kabihasnan December 1, 2012 November 29, 2022 103,040.00
Gil Puyat - Dian March 28, 2013 March 26, 2023 122,169.60
A. Bonifacio - Balingasa February 1, 2013 January 30, 2023 70,000.00
Bicutan - East Service Road February 27, 2013 February 25, 2023 82,986.40
Kalentong January 1, 2013 December 30, 2022 100,800.00
Juan Luna - Pritil January 1, 2013 December 30, 2022 67,200.00
Visayas Avenue February 15, 2013 February 13, 2023 156,800.00
Bukidnon Valencia May 5, 2013 May 3, 2023 84,040.32
Plaridel Bulacan March 1, 2013 February 26, 2028 56,560.00
Laguna - Cabuyao May 30, 2014 February 1, 2024 120,000.32
Cavite City June 19, 2013 June 15, 2028 44,800.00
Davao - Buhangin March 25, 2013 March 23, 2023 100,800.00
Grace Park - 11Th Ave November 1, 2012 October 30, 2022 179,200.00
Legazpi City April 15, 2015 April 28, 2025 264,320.00
Nueva Ecija - Gapan February 1, 2013 January 29, 2028 72,800.00
Valenzuela - Dalandanan January 1, 2013 December 30, 2022 112,000.00
Alabang Hills July 11, 2012 July 9, 2022 119,966.00
Marikina - Parang May 25, 2013 May 23, 2023 85,000.00
Navotas - M. Naval August 1, 2013 July 27, 2033 48,605.00
Ongpin June 1, 2013 May 30, 2023 230,958.00
Ylaya Padre Rada June 1, 2013 May 30, 2023 117,600.00
Banawe - Kaliraya August 17, 2013 August 15, 2023 168,000.00
Pangasinan - Lingayen October 1, 2013 September 29, 2023 59,500.00
Balagtas - Bulacan June 1, 2013 May 28, 2028 52,631.58
Subic Bay August 1, 2013 July 30, 2023 120,000.00
Cavite - Trece Martires April 1, 2013 March 30, 2023 128,800.00
Information Technology Group December 1, 2013 December 1, 2018 1,603,474.19
Cbd Luzon March 1, 2012 March 1, 2017 33,600.00
Call Center Division June 28, 2014 June 27, 2017 2,045,286.32
Laguna - Biñan March 7, 2013 March 5, 2023 99,357.89
Batangas - Lemery March 25, 2013 March 23, 2023 112,000.00
Bacolod - Araneta June 10, 2013 June 8, 2023 40,499.20
Roxas - City August 1, 2013 July 30, 2023 39,200.00
Branch/Building Commencement Date Expiration Date Monthly Rent
Kalibo June 19, 2013 June 17, 2023 67,200.00
Tacloban City - Marasbaras May 22, 2013 May 20, 2023 78,942.08
Davao - Digos April 18, 2013 April 16, 2023 68,349.12
Perea June 16, 2013 June 14, 2023 173,600.00
General Luis - Kaybiga August 11, 2013 August 7, 2028 33,600.00
San Jose - Antique July 4, 2013 July 2, 2023 56,000.00
Batangas Rosario May 22, 2013 May 20, 2023 89,600.00
Grace Park - 3Rd Ave October 1, 2013 September 29, 2023 78,400.00
Isabela - Ilagan June 11, 2013 June 11, 2033 54,000.00
La Union - Agoo December 1, 2013 November 30, 2028 52,631.58
Ilocos Norte - San Nicolas September 16, 2013 September 14, 2023 86,400.00
San Fernando Pampanga - Jose Abad Ave. October 20, 2013 October 16, 2028 99,750.00
Cavite - Silang June 24, 2013 June 22, 2023 78,579.20
Davao Agdao October 7, 2013 October 5, 2023 56,000.00
Davao - Mac Arthur Matina June 30, 2013 June 28, 2023 67,008.82
Project 8 - Shorthorn October 1, 2013 September 29, 2023 93,114.00
Jupiter July 15, 2013 July 13, 2023 224,000.00
Dipolog City September 20, 2013 September 18, 2023 100,800.00
General Santos - Pioneer Avenue July 2, 2013 June 30, 2023 100,800.00
Tordesillas July 11, 2013 July 10, 2023 89,062.40
Bluementritt - Rizal Avenue August 1, 2013 July 30, 2023 95,200.00
Greenhills Promenade October 1, 2013 September 30, 2018 245,217.73
Chino Roces - La Fuerza October 31, 2013 October 30, 2023 171,600.00
Gil Puyat - Salcedo Village September 16, 2013 September 14, 2023 108,736.32
Catbalogan City August 27, 2013 August 27, 2023 60,000.00
Batangas - Nasugbu August 22, 2013 August 21, 2023 62,308.65
Juan Luna - Binondo November 16, 2013 November 14, 2023 123,200.00
Leviste November 1, 2013 October 31, 2023 216,715.46
Paz M. Guazon December 1, 2013 November 30, 2023 128,800.00
Sampaloc - J. Figueras July 31, 2014 July 31, 2024 114,000.00
Del Monte - D. Tuazon February 14, 2014 February 14, 2024 140,000.00
Valenzuela - Gen. T. De Leon December 31, 2013 December 31, 2024 50,400.00
E. Rodriguez Sr. Ave. - Cubao November 15, 2013 November 13, 2023 85,680.00
Mia Road October 11, 2013 October 11, 2023 103,073.04
Las Piñas - J. Aguilar Ave. October 17, 2013 October 17, 2023 129,381.73
Malolos December 25, 2013 December 24, 2023 40,000.00
Nueva Ecija - Talavera December 31, 2013 December 31, 2028 33,641.50
Zambales - Iba December 25, 2013 December 25, 2028 40,000.00
Kawit - Centennial August 28, 2013 August 28, 2023 68,052.00
Batanggas- Sto. Tomas July 31, 2014 November 5, 2029 42,000.00
Sorsogon City August 13, 2013 August 13, 2023 100,800.00
Silay October 15, 2013 September 16, 2028 40,000.00
Davao - Quirino November 16, 2013 November 17, 2023 84,000.00
Branch/Building Commencement Date Expiration Date Monthly Rent
Davao - Magsaysay September 4, 2013 September 4, 2028 30,000.00
Cagayan - Carmen January 29, 2014 January 28, 2024 100,000.00
Cagayan De Oro - Lapasan November 5, 2013 November 18, 2023 75,000.00
Kidapawan November 12, 2013 November 11, 2023 60,000.00
Batangas - Balayan July 5, 2015 March 6, 2029 47,157.89
Gen Santos - Calumpang January 31, 2014 January 31, 2024 78,052.18
The Fort - Active Fun March 23, 2014 March 23, 2024 226,593.00
Pasay - Oceanaire August 1, 2014 September 30, 2024 187,250.00
Pateros May 16, 2014 March 16, 2024 98,052.92
Bulacan San Jose - Del Monte May 31, 2014 May 31, 2029 92,736.00
Sta. Rosa April 16, 2014 April 15, 2019 137,700.00
Pedro Gil June 15, 2014 June 15, 2022 224,000.00
Mayon - Dapitan September 1, 2014 August 31, 2024 85,500.00
Bataan - Mariveles May 1, 2014 April 30, 2029 8,808.24
Kamuning May 1, 2014 May 1, 2024 80,838.22
E. Rod. - Welcome Rotonda May 15, 2014 May 15, 2024 89,600.00
Xavierville May 6, 2014 May 6, 2024 133,883.75
Tabaco City April 23, 2014 April 23, 2024 96,300.00
Ortigas - Adb Avenue October 1, 2014 October 1, 2024 224,986.61
A. Mabini - R. Salas August 15, 2014 August 14, 2024 160,500.00
P. Ocampo Avenue September 1, 2014 September 1, 2024 101,650.00
Montalban - Rizal September 1, 2014 September 1, 2024 71,824.29
Timog - Mother Ignacia October 1, 2014 September 30, 2024 160,500.00
Aurora Blvd. - Anonas September 4, 2014 September 3, 2024 101,650.00
Boni Serrano Ave. November 10, 2014 November 9, 2024 94,543.01
Cabanatuan - Maharlika March 15, 2015 April 15, 2030 58,571.27
Kalayaan - Matalino March 1, 2015 February 28, 2035 160,500.00
Legaspi - Aguirre April 15, 2015 April 28, 2025 264,320.00
Tarlac – Concepcion May 1, 2015 April 30, 2030 53,052.63
Bulacan - Sta. Maria May 1, 2015 April 30, 2025 112,000.00
Tarlac - MacArthur May 1, 2015 April 30, 2030 53,052.63
Pangasinan - Mangaldan June 1, 2015 May 31, 2025 119,263.15
Batangas City - Pallocan June 1, 2015 May 31, 2025 73,500.00
Davao-Diversion Road August 16, 2015 August 15, 2025 50,176.00
Pangasinan - Alaminos July 1, 2015 June 30, 2025 101,701.60
Tacloban - J. Romualdez December 18, 2015 October 18, 2025 112,841.34
1
SECURITIES AND EXCHANGE COMMISSION
SEC FORM – ACGR
ANNUAL CORPORATE GOVERNANCE REPORT
GENERAL INSTRUCTIONS
(A) Use of Form ACGR
This SEC Form shall be used to meet the requirements of the Revised Code of Corporate Governance. (B) Preparation of Report
These general instructions are not to be filed with the report. The instructions to the various captions of the form shall not be omitted from the report as filed. The report shall contain the numbers and captions of all items. If any item is inapplicable or the answer thereto is in the negative, an appropriate statement to that effect shall be made. Provide an explanation on why the item does not apply to the company or on how the company’s practice differs from the Code.
(C) Signature and Filing of the Report
A. Three (3) complete set of the report shall be filed with the Main Office of the Commission.
B. At least one complete copy of the report filed with the Commission shall be manually signed.
C. All reports shall comply with the full disclosure requirements of the Securities Regulation Code.
D. This report is required to be filed annually together with the company’s annual report. (D) Filing an Amendment
Any material change in the facts set forth in the report occurring within the year shall be reported through SEC Form 17-C. The cover page for the SEC Form 17-C shall indicate “Amendment to the ACGR”.
2
SECURITIES AND EXCHANGE COMMISSION
SEC FORM – ACGR
ANNUAL CORPORATE GOVERNANCE REPORT
1. Report is Filed for the Year: 2015 2. Exact Name of Registrant as Specified in its Charter: EAST WEST BANKING CORPORATION 3. The Beaufort, 5th Avenue Cor. 23rd Sts., Bonifacio Global City, Taguig Address of Principal Office Postal Code 1634
4. SEC Identification Number: ASO94-002733 5. (SEC Use Only)
Industry Classification Code
6. BIR Tax Identification Number: 003-921-057
7. (632) 575-3888 Issuer’s Telephone number, including area code
8. ............................................................................................ Former name or former address, if changed from the last report
3
TABLE OF CONTENTS
A. BOARD MATTERS………………………………………………………………………………………………………………………….…….5 1) BOARD OF DIRECTORS
(a) Composition of the Board (b) Corporate Governance Policy (c) Review and Approval of Vision and Mission (d) Directorship in Other Companies (e) Shareholding in the Company
2) CHAIRMAN AND CEO 3) SUCCESSION PLAN FOR CEO/PRESIDENT AND TOP MANAGEMENT POSITION 4) OTHER EXECUTIVE, NON-EXECUTIVE AND INDEPENDENT DIRECTORS 5) CHANGES IN THE BOARD OF DIRECTORS 6) ORIENTATION AND EDUCATION PROGRAM
B. CODE OF BUSINESS CONDUCT & ETHICS…………………………………………………………………………………………..13
1) POLICIES 2) DISSEMINATION OF CODE 3) COMPLIANCE WITH CODE 4) RELATED PARTY TRANSACTIONS
(a) Policies and Procedures (b) Conflict of Interest
5) FAMILY, COMMERCIAL AND CONTRACTUAL RELATIONS 6) ALTERNATIVE DISPUTE RESOLUTION
C. BOARD MEETINGS & ATTENDANCE……………………………………………………………………………………………….…21
1) SCHEDULE OF MEETINGS 2) DETAILS OF ATTENDANCE OF DIRECTORS 3) SEPARATE MEETING OF NON-EXECUTIVE DIRECTORS 4) MINIMUM QUORUM REQUIREMENT 5) ACCESS TO INFORMATION 6) EXTERNAL ADVICE 7) CHANGES IN EXISTING POLICIES
D. REMUNERATION MATTERS………………………………………………………………………………………………………24
1) REMUNERATION PROCESS 2) REMUNERATION POLICY AND STRUCTURE FOR DIRECTORS 3) AGGREGATE REMUNERATION 4) STOCK RIGHTS, OPTIONS AND WARRANTS 5) REMUNERATION OF MANAGEMENT
E. BOARD COMMITTEES………………………………………………………………………………………………………………26
1) NUMBER OF MEMBERS, FUNCTIONS AND RESPONSIBILITIES 2) COMMITTEE MEMBERS 3) CHANGES IN COMMITTEE MEMBERS 4) WORK DONE AND ISSUES ADDRESSED 5) COMMITTEE PROGRAM
F. RISK MANAGEMENT SYSTEM……………………………………………………………………………………………………33
1) STATEMENT ON EFFECTIVENESS OF RISK MANAGEMENT SYSTEM 2) RISK POLICY 3) CONTROL SYSTEM SET UP
4
G. INTERNAL AUDIT AND CONTROL………………………………………………………………………………………………41 1) STATEMENT ON EFFECTIVENESS OF INTERNAL CONTROL SYSTEM 2) INTERNAL AUDIT
(a) Role, Scope and Internal Audit Function (b) Appointment/Removal of Internal Auditor (c) Reporting Relationship with the Audit Committee (d) Resignation, Re-assignment and Reasons (e) Progress against Plans, Issues, Findings and Examination Trends (f) Audit Control Policies and Procedures (g) Mechanisms and Safeguards
H. ROLE OF STAKEHOLDERS………………………………………………………………………………………………………….44
1) POLICY AND ACTIVITIES 2) CORPORATE RESPONSIBILITY REPORT 3) MECHANISMS FOR EMPLOYEE PARTICIPATION 4) PROCEDURES FOR HANDLING COMPLAINTS
I. DISCLOSURE AND TRANSPARENCY……………………………………………………………………………………………48
1) OWNERSHIP STRUCTURE 2) ANNUAL REPORT DISCLOSURE 3) EXTERNAL AUDITOR’S FEE 4) MEDIUM OF COMMUNICATION 5) DATE OF RELEASE OF AUDITED FINANCIAL REPORT 6) COMPANY WEBSITE 7) DISCLOSURE OF RPT
J. RIGHTS OF STOCKHOLDERS………………………………………………………………………………………………………52
1) RIGHT TO PARTICIPATE EFFECTIVELY IN STOCKHOLDERS’ MEETINGS 2) TREATMENT OF MINORITY STOCKHOLDERS
K. INVESTORS RELATIONS PROGRAM…………………………………………………………………………………………..57
1) COMMUNICATION POLICIES 2) INVESTOR RELATIONS PROGRAM 3) ACQUISITION OF CORPORATE CONTROL
L. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES……………………………………………………………………59
M. BOARD, DIRECTOR, COMMITTEE AND CEO APPRAISAL…………………………………………………………….59
N. INTERNAL BREACHES AND SANCTIONS…………………………………………………………………………………….60
5
A. BOARD MATTERS
1) Board of Directors
Number of Directors per Articles of Incorporation 9
Actual number of Directors for the year 9
(a) Composition of the Board
Complete the table with information on the Board of Directors:
Director’s Name
Type [Executive (ED), Non-
Executive (NED) or Independent
Director (ID)]
If
nominee, identify
the principal
Nominator in
the last election (if ID, state the
relationship with the nominator)
Date first
elected
Date last elected (if ID, state the
number of years served as ID)1
Elected when (Annual /Special Meeting)
No. of years
served as director
1. GOTIANUN, SR. ANDREW L.
NED FDC SINCE INCEPTION 1994
April 17, 2015 ASM April 17, 2015 21
2.GOTIANUN, MERCEDES T.
NED FDC SINCE INCEPTION 1994
April 17, 2015 ASM April 17, 2015 21
3.GOTIANUN , JONATHAN T.
NED FDC SINCE INCEPTION 1994
April 17, 2015 ASM April 17, 2015 21
4.GOTIANUN-YAP, LOURDES JOSEPHINE
NED NA FDC FOREX AUG. 15, 2000
April 17, 2015 ASM April 17, 2015 15
5.MONCUPA, JR. ANTONIO C.
ED FDC FOREX SEPT. 16, 2006
April 17, 2015 ASM April 17, 2015 8
6. VALERIO, JR. BENEDICTO M.
NED FDC FOREX JULY 26, 2012
April 17, 2015 ASM April 17, 2015 3 years and 6 months
7. SANDEJAS, JOSE S.
ID FDC (Rel. None)
APRIL 2012
April 17, 2015 ASM April 17, 2015 3 years and 9 months
8. ALINDADA, CARLOS R.
ID FDC (Rel. None)
APRIL 2012
April 17, 2015 ASM April 17, 2015 3 years and 9 months
9. AQUINO, PAUL A.
ID FDC FOREX (Rel. None)
OCT 10, 2012
April 17, 2015 ASM April 17, 2015 3 years and 3 months
(b) Provide a brief summary of the corporate governance policy that the board of directors has adopted. Please
emphasis the policy/ies relative to the treatment of all shareholders, respect for the rights of minority shareholders and of other stakeholders, disclosure duties, and board responsibilities.
The Corporate Governance Manual is the framework of rules, systems and processes in the corporation that governs the performance of the Board of Directors and Management. It establishes the structure by which the Bank executes and carries out its Corporate Governance.
1 Reckoned from the election immediately following January 2, 2012.
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The Bank’s Board conducts its functions as a full board and through its committees. The Board established committees to assist it in discharging its responsibilities. Each committee has a mandate outlining the authority delegated to it by the board. It shall be the Board’s responsibility to foster the long-term success of the Bank and secure its sustained competitiveness in a manner consistent with its fiduciary responsibility, which it shall exercise in the best interest of the Bank, its shareholders and other stakeholders, namely, its depositors and other creditors, its management and employees, the regulators and government, the community where it operates and the public in general. The Board shall conduct itself with utmost honesty, integrity and transparency in the discharge of its duties, functions and responsibilities. The Board is committed to respect the rights of the stockholders such as but not limited to: a. Voting rights - Shareholders shall have the right to elect, remove and replace directors and vote on
certain corporate acts in accordance with the Bank Code b. Pre-emptive right - All stockholders shall have pre-emptive rights, unless the same is denied in the
articles of incorporation or an amendment thereto. They shall have the right to subscribe to the capital stock of the Bank.
c. Powers of inspection - All shareholders shall be allowed to inspect corporate books and records including minutes of Board meetings and stock registries in accordance with the Corporation Code and shall be furnished with annual reports, including financial statements, without cost or restrictions
a. Right to information - All shareholders shall have access to any and all information relating to matters
for which the management is accountable for and to those relating to matters for which the management
shall include such information and, if not included, then the minority shareholders shall be allowed to
propose to include such matters in the agenda of stockholders’ meeting, being within the definition of
“legitimate purposes”.
a. Rights to dividends - Shareholders shall have the right to receive dividends subject to the discretion of
the Board. d. Appraisal right. - The shareholder shall have appraisal rights or the right to dissent and demand payment
of the fair value of their shares in the manner provided for under Section 82 of the Corporation Code of the Philippines
How often does the Board review and approve the vision and mission? This depends on the numbers of strategic meetings which are normally held at the beginning of the year during planning sessions and as often as needed to accommodate any revision.
(c) Directorship in Other Companies
(i) Directorship in the Company’s Group2
Identify, as and if applicable, the members of the company’s Board of Directors who hold the office of director in other companies within its Group:
Director’s Name Corporate Name of the Group Company
Type of Directorship (Executive, Non-Executive, Independent). Indicate if director is also the Chairman.
Andrew T. Gotianun Sr.
Filinvest Development Corporation
Chairman Emeritus
Filinvest Land, Inc Honorary Chairman
Davao Sugar Central Corporation
Chairman
Filinvest Farm Corp. Chairman
Pacific Sugar Holdings Chairman
ALG Holdings , Inc Chairman
2 The Group is composed of the parent, subsidiaries, associates and joint ventures of the company.
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Director’s Name Corporate Name of the Group Company
Type of Directorship (Executive, Non-Executive, Independent). Indicate if director is also the Chairman.
Jonathan T. Gotianun Filinvest Development Corp. Chairman
Davao Sugar Central co., Inc Executive Director (ED) / President
Filinvest Alabang, Inc.
Filinvest Land, Inc. Chairman
Pacific Sugar Holdings Executive Director (ED) Vice President
EW Rural Bank Chairman
EW Ageas Life Insurance Corp. Chairman
Mercedes T. Gotianun Filinvest Development Corp.
Filinvest Land, Inc
Davao Sugar Central Corporation
Filinvest Alabang, Inc.
Lourdes Josephine Gotianun Yap
Filinvest Land Inc. Executive Director/ President and CEO
Filinvest Alabang, Inc. Executive Director/ President
Filinvest Asia Corp. Chairman
Cyberzone Properties, Inc. Chairman
The Palms Country Club Chairman / President
Filinvest Development Corp. President
Festival Supermall, Inc President
Jose S. Sandejas The Palms Country Club
Paul A. Aquino EW Ageas Life Insurance Corp. Independent Director
(ii) Directorship in Other Listed Companies
Identify, as and if applicable, the members of the company’s Board of Directors who are also directors of publicly-listed companies outside of its Group:
Director’s Name Name of Listed Company
Type of Directorship (Executive, Non-Executive, Independent). Indicate if
director is also the Chairman.
None
(iii) Relationship within the Company and its Group
Provide details, as and if applicable, of any relation among the members of the Board of Directors, which links them to significant shareholders in the company and/or in its group:
Director’s Name Name of the
Significant Shareholder Description of the relationship
ANDREW L. GOTIANUN SR. FDC SHAREHOLDER/DIRECTOR
MERCEDES T. GOTIANUN FDC SHAREHOLDER/DIRECTOR
L. JOSEPHINE GOTIANUN YAP FDC AND FDC FOREX SHAREHOLDER/DIRECTOR
JONATHAN T. GOTIANUN FDC AND FDC FOREX SHAREHOLDER/DIRECTOR
(iv) Has the company set a limit on the number of board seats in other companies (publicly listed, ordinary and
companies with secondary license) that an individual director or CEO may hold simultaneously? In particular, is the limit of five board seats in other publicly listed companies imposed and observed? If yes, briefly describe other guidelines: The Bank follows the rule provided by the BSP on interlocking directorships in order to protect the Bank
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against the excessive concentration of economic power, unfair competitive advantage or conflict of interest.
(d) Shareholding in the Company
Complete the following table on the members of the company’s Board of Directors who directly and indirectly own shares in the company:
Record date as of December 31, 2015
Name of Director Number of Direct shares Number of
Indirect shares / Through (name of record owner)
% of Capital Stock
JONATHAN T. GOTIANUN
13 9,402,997 Team
Gladiola/ Berit holdings Inc
0.6269
ANDREW L. GOTIANUN SR.
10 880,655 /Andremerc
Holdings Corp. 0.0587
MERCEDES T. GOTIANUN
10 880,654 /Andremerc
Holdings Corp. 0.0587
JOSEPHINE L. GOTIANUN YAP
359,753
11,046,398 /share in EW Trust Account &
shares held by immediate family
0.7604
ANTONIO C. MONCUPA JR.
1,155,736 0 0.0770
BENEDICTO M. VALERIO JR.
510
0 0.00
CARLOS R. ALINDADA 10 0 0.00
JOSE S. SANDEJAS 31,760 0 0.0021
PAUL A. AQUINO 40,010 0 0.0027
TOTAL 1,587,812 22,210,704 1.5866
2) Chairman and CEO
(a) Do different persons assume the role of Chairman of the Board of Directors and CEO? If no, describe the checks and balances laid down to ensure that the Board gets the benefit of independent views.
Yes X No (e)
Identify the Chair and CEO:
Chairman of the Board JONATHAN T. GOTIANUN
CEO/President ANTONIO C. MONCUPA JR.
(b) Roles, Accountabilities and Deliverables
Define and clarify the roles, accountabilities and deliverables of the Chairman and CEO.
Chairman Chief Executive Officer
Roles, Accountabilities, Deliverables
The function of the Chairman is to preside at all meetings of the stockholders and the Board of Directors. He may also call special meetings of the stockholders and the Board of Directors pursuant to Section 3 of Article II and Section 4 of Article III of the Bank’s By-laws.
The President, who shall be elected by the Board from among its members, shall be the Chief Executive Officer of the corporation. He shall, subject to the control of the Board, have direct and immediate supervision over the long term and daily operations and
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Chairman Chief Executive Officer
management of the Bank and shall execute and administer the administrative and operational policies approved by the Board. He shall also exercise such powers as may be vested upon him by the Board not incompatible with law or these By-Laws. He may, at his discretion, delegate to a Chief Operating Officer some of his responsibilities subject to such rules and limitations as the Board may prescribe. The President shall ensure that the strategic goals set by the Bank’s Board of Directors are achieved. He is also requested to attend all committee meetings.
1. To provide leadership in the Board of Directors.
2. To ensure that the Board takes an informed decision.
3. To attend all committee meetings.
3) Explain how the Board of Directors plans for the succession of the CEO/Managing Director/President and the top
key management positions?
I. EastWest Bank’s Succession Planning Program is designed to identify and assess next-in-line individuals who can fill in critical positions, and to provide the necessary development plans to ensure readiness. The program initially covers Senior Officer positions. Succession Planning in EastWest is limited to the most critical positions in the Bank such as the President / Chief Executive Officer (CEO), and the Heads who drive the various business units, whether operations, support or governance. It also tries to put in place a talent pool for other secondary yet equally important positions such as the department heads and area heads in the branches.
II. Methods used to Support Succession Planning
1. Job Evaluation 2. Career Planning and Development – preparation of career plan for identified High Potential
Individuals (HiPos) to prepare them for bigger responsibilities in the future 3. Talent Management – identification of top talent and designing development plan for these key
talents 4. Officer Development Programs
III. EastWest Succession Planning - The Succession Plan for key positions in EastWest is as follows:
1. The President – May be chosen from the Business Heads of critical units who are all members of the Senior Management Committee (MANCOM) and other operating committees. If, in the opinion of the Chairman of the Board, none of the present crop qualifies, external hires will be considered.
2. The Group Heads of key business units may be chosen from the Division Heads or external hires; The Division / Department Heads may be chosen from the Department / Section Heads, or external hires.
IV. The Corporate Governance and Compliance Committee vets the candidates for the Bank’s critical positions.
4) Other Executive, Non-Executive and Independent Directors
Does the company have a policy of ensuring diversity of experience and background of directors in the Board? Please explain. It is the policy of the Bank that in selecting the members of the Board, it considers each director’s professional
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background, business or banking experience, competency, independence and critical thinking and moral standing in the community. Does it ensure that at least one non-executive director has an experience in the sector or industry the company belongs to? Please explain. The Bank thru Corporate Governance and Compliance Committee ensures that the directors are qualified prior to their election /appointment taking into account their integrity, physical fitness, competence, education, moral standing and relevant experience among others. Define and clarify the roles, accountabilities and deliverables of the Executive, Non-Executive and Independent Directors:
Executive Non-Executive Independent Director
Role
The President and CEO is the only Executive Director of the Bank. He shall, subject to the control of the Board, have direct and immediate supervision over the long-term and daily operations and management of the Bank.
The Non-executive Director is one who is not involved in the day to day management of the Bank and is generally free from any business relationship that could hamper their objectivity or judgment on the business and activities of the Bank.
An Independent Director is one who has no business or relationship with the Bank which could or could reasonably be perceived to materially interfere with the exercise of his independent judgment in carrying out his responsibilities as a Director.
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Accountabilities, Deliverables
To ensure a high standard of best practice for the Bank, its stockholders and other stakeholders, the Board shall: a. Approve and monitor the implementation of strategic objectives; b. Approve and oversee the implementation of policies governing major areas of banking operations; c. Approve and oversee the implementation of risk management policies; d. Oversee selection and performance of Directors and Senior Management and adopt an effective succession planning program; e. Consistently conduct the affairs of the institution with a high degree of integrity; f. Define appropriate governance policies and practices for the Bank and for its own work and establish means to ensure that such are followed and periodically reviewed for ongoing improvement; g. Constitute committees to increase efficiency and allow deeper focus in specific areas. h. Effectively utilize the work conducted by the internal audit, risk management and compliance functions and the external auditors; i. Establish and maintain an alternative dispute resolution system in the Bank that can amicably settle conflicts or differences between the Bank and its stockholders, and the Bank and third parties, including the regulatory authorities; j. Establish and maintain an investor relations program that will keep the stockholders informed of important developments in the Bank. k. Formulate and implement policies and procedures that would ensure the integrity and transparency of related party transactions between and among the Bank and its parent company. l. Ensure the consistent adoption of corporate governance policies and systems across the group. m. Identify the Bank’s stakeholders in the community in which it operates or are directly affected by its operations and formulate a clear policy of accurate, timely and effective communication with them.
Provide the company’s definition of "independence" and describe the company’s compliance to the definition.
The Bank defines independence as having no business relationship with the Bank which could or could reasonably be perceived to materially interfere with the exercise of his independent judgment in carrying out his responsibilities as a Director.
Does the company have a term limit of five consecutive years for independent directors? If after two years, the company wishes to bring back an independent director who had served for five years, does it limit the term for no more than four additional years? Please explain. In accordance with BSP Circular No. 749 series of 2012 and SEC Circular No. 9 series of 2011, the Bank’s independent directors have a term limit of five (5) consecutive years. If after two years, the Bank decides to bring back an independent director who had served for five years, it shall limit the term for no more than four (4) additional years.
5) Changes in the Board of Directors (Executive, Non-Executive and Independent Directors)
(a) Resignation/Death/Removal
Indicate any changes in the composition of the Board of Directors that happened during the period:
Name Position Date of Cessation Reason
None
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(b) Selection/Appointment, Re-election, Disqualification, Removal, Reinstatement and Suspension
Describe the procedures for the selection/appointment, re-election, disqualification, removal, reinstatement and suspension of the members of the Board of Directors. Provide details of th processes adopted (including the frequency of election) and the criteria employed in each procedure:
Procedure Process Adopted Criteria
a. Selection/Appointment
(i) Executive Directors - The Board’s Corporate Governance and Compliance Committee accepts nomination and vets qualified nominees based on the criteria provided in the By-laws for election/re-election at the Annual Stockholders Meeting.
(ii) Non-Executive Directors
(iii) Independent Directors
b. Re-appointment
(i) Executive Directors
See response to “a” (ii) Non-Executive Directors
(iii) Independent Directors
c. Permanent Disqualification
(i) Executive Directors - The Bank follows the rules on permanent disqualification outlined in its By-laws, MORB Section X143 of the Bangko Sentral ng Pilipinas, the Corporation Code and SEC issuances.
(ii) Non-Executive Directors
(iii) Independent Directors
d. Temporary Disqualification
(i) Executive Directors - The Bank follows the rules on temporary disqualification outlined in its By-laws, MORB Section X143 of the Bangko Sentral ng Pilipinas, the Corporation Code and SEC issuances.
(ii) Non-Executive Directors
(iii) Independent Directors
e. Removal
(i) Executive Directors - The Bank follows the rules and procedures prescribed by the Bangko Sentral ng Pilipinas under MORB Section X143 for removal of its directors.
(ii) Non-Executive Directors
(iii) Independent Directors
f. Re-instatement
(i) Executive Directors - The Bank follows the rules and procedures prescribed by the Bangko Sentral ng Pilipinas under MORB Section X143 for reinstatement of its directors.
(ii) Non-Executive Directors
(iii) Independent Directors
g. Suspension
(i) Executive Directors - The Bank follows the rules and procedures prescribed by the Bangko Sentral ng Pilipinas under MORB Section X143 for suspension of its directors.
(ii) Non-Executive Directors
(iii) Independent Directors
Voting Results of the last Annual General Meeting: East West Bank Stockholder’s Meeting was held on April 17, 2015.
Name of Director Votes Received
JONATHAN T. GOTIANUN The total votes received for the election of the Board of Directors were 86.41% or 975,062,821 ANDREW L. GOTIANUN SR.
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MERCEDES T. GOTIANUN voting shares of the total outstanding subscribed capital stock of the bank. LOURDES JOSEPHINE GOTIANUN YAP
ANTONIO C. MONCUPA JR.
ATTY. BENEDICTO M. VALERIO JR.
JOSE S. SANDEJAS
CARLOS R. ALINDADA
PAUL A. AQUINO
6) Orientation and Education Program
a. Disclose details of the company’s orientation program for new directors, if any.
The Bank provides a seminar / training in corporate governance for new Directors in compliance with BSP regulation under MORB Section 141.2.
b. State any in-house training and external courses attended by Directors and Senior Management3 for the
past three (3) years:
In September 2012, the Bank had a Board Retreat where members of the Board and Senior Management had sessions on Corporate Governance with compliance, risk management and internal audit as focus of discussion. In December 2014 and November 2015, the Institute of Corporate Directors (ICD), a SEC-accredited training provider, conducted an exclusive Corporate Governance Training Seminar for the Board and Senior Management of the Bank at Crimson Hotel, Alabang. EWB Academy, the Bank’s training arm provides, in coordination with an accredited SEC training provider, offered Corporate Governance Courses for senior officers of the Bank with the rank of Assistant Vice President and up. There were a total of four runs of this seminar in 2013, two in 2014 and three in 2015.
c. Continuing education programs for directors: programs and seminars and roundtables attended during the year.
Name of Director/Officer Date of Training Program Name of Training
Institution
Board of Directors: 1. Jonathan T. Gotianun 2. Josephine L. Gotianun-Yap 3. Carlos R. Alindada 4. Paul A. Aquino 5. Jose S. Sandejas 6. Atty. Benedicto M. Valerio 7. Antonio C. Moncupa, Jr.
Senior Management: 1. Jose Emmanuel U. Hilado 2. Jacqueline S. Fernandez 3. Rene K. De Borja Jr. 4. Eloida F. Oquialda 5. Manuel Andres D. Goseco 6. Ernesto T. Uy 7. Grace N. Ang
November 24, 2015
1. Shared Responsibility: Policy and Strategy Execution 2. Governance Outreach and Strategic IT Governance Concerns
Institute of Corporate Directors (ICD)
3 Senior Management refers to the CEO and other persons having authority and responsibility for planning, directing and controlling the activities of the company.
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8. Virgilio L. Camilo 9. Consuelo V. Dantes 10. Randall A. Evangelista 11. Gina Marie C. Galita 12. Renato P. Peralta 13. Ma. Bernadette T. Ratcliffe 14. Gerone G. Jimenez 15. Clarissa Maria A. Villalon 16. Lourdes A. Ona 17. Allan John M. Tumbaga
B. CODE OF BUSINESS CONDUCT & ETHICS
1) Discuss briefly the company’s policies on the following business conduct or ethics affecting directors, senior management and employees:
Business Conduct & Ethics
Directors Senior Management Employees
(a) Conflict of Interest
The 2015 Corporate Governance Manual provides that Directors must never allow themselves to be placed in a position where their personal interests are in conflict (or could be in conflict) with the interests or business of the Bank. They must avoid any situation or activity that compromises, or may compromise, their judgment or ability to act in the best interest of the Company. The Bank’s policy on Conflict of Interest is stated in PPM COMP2013-003 on Related Party Transactions and Conflict of Interest Policy Manual.
It is the duty of a Director to fully disclose to the Board of any conflict of interest or presumption thereof involving him/her which could materially impair his/her judgment, exercise of duties and responsibilities and loyalty to the Bank.
It is the duty of a Director to report to the Board any conflict of interest or presumption thereof
The Bank’s Code of Ethics and Discipline provides that no employee may engage in any business or activity that, directly or indirectly, is in competition with that of the Bank or to the performance of his respective job or work assignments. The Bank also maintains a policy on Related Party Transactions and Conflict of Interest which provides guidance in – 1. Identification of related party transactions, and actual and potential conflicts of interest that may arise in the course of the Bank’s business. 2. Establishment of transparency in related party transactions and personal dealings to promote operational integrity in the business. 3. The proper and restricted use of confidential, sensitive and/or material information not available to the public. 4. The establishment and maintenance of Chinese Walls.
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Business Conduct & Ethics
Directors Senior Management Employees
involving a Director which could materially impair the latter’s judgment, exercise of duties and responsibilities and loyalty to the Bank. The director, who is in conflict of interest, should not be counted in determining the existence of a quorum at the Board of Directors’ meeting at which the matter is voted upon.
If the conflict of interest is significant, ongoing and competing with the Bank’s interest and if it impedes the ability of the director to carry out his/her duties, the Bank has the right to remove the director from his/her position.
The Board of Directors shall be governed by the Bank’s policy on acceptance of gifts to avoid conflict of interest contained in OMS Personnel-10-000 Policy Manual.
Any transaction with conflict of interest requires prior approval of the members of the Board.
(b) Conduct of Business and Fair Dealings
The Bank’s Code of Ethics and Discipline describes the policies on Trust and Confidence / Honesty and Integrity. It is the obligation of every director, officer and employee to preserve an maintain the trust and confidence bestowed on him/her by the Bank when it entrusts to him/her records, documents, cash and other restricted and confidential matters pertinent to bank operations and business. 1.1. Confidentiality of Bank Transactions – Bank transactions are confidential. Any
information and /or data relative thereto should not be divulged. 1.2. Accuracy and Completeness of Data and Records – The records, data and
information owned, used and managed by the Bank should be accurate, updated
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Business Conduct & Ethics
Directors Senior Management Employees
and complete at all times. Every employee is responsible for the integrity of information, records and reports under his/her control. Financial information provided to the Bank’s shareholders, regulatory bodies and other must embody the highest standards of fairness and accuracy.
1.3. Confidentiality of Bank Records – The Bank prohibits the unauthorized disclosure or reproduction of classified an confidential records, documents, correspondences and information pertaining to the Bank’s business or affairs.
1.4. Integrity of Bank Records – The integrity of the records of the Bank must be maintained at all times. Any willful action, which would affect the integrity of the said records, including falsification, misrepresentation or concealment of material and/or relevant facts, will not be tolerated and will be subjected to appropriate disciplinary action.
1.5. Turnover of Bank Records and Documents upon Resignation/Separation – All Bank records and documents in the custody of an employee must be surrendered to the Bank upon the employee’s resignation/separation from the Bank.
1.6. Confidential Relationship between Employee and Customers – Employee must maintain the confidential relationship between the Bank and each of its customers. Likewise, those by virtue of their responsibilities are privy to employees’ personal data should keep in strictest confidence such information unless required by Management or by court of law.
1.7. Confidential Information – Confidential information is considered to be privileged and must be held in strictest confidence and must never be discussed outside the normal and necessary course of employment with the Bank for the purpose of furthering any personal interest or as a means of making any personal gain.
(c) Receipt of gifts from third parties
Code of Ethics and Discipline Section 11. No employee shall accept gifts or lavish entertainment from customers or suppliers either for himself, his family or his dependents. Section 12. Receiving of gifts, percentage and commission in exchange for a favor to a client is strictly prohibited.
(d) Compliance with Laws & Regulations
The Board of Directors shall: a. Oversee the implementation of the Compliance Program and ensure that compliance issues are resolved expeditiously; b. Constitute a Committee that will be responsible in coordinating, monitoring and facilitating compliance with existing laws, rules and regulations; and c. Act as the approver of the Compliance Manual and amendments thereto.
Compliance, which is essential to the Bank’s continued growth and stability, is the responsibility of every East West Banker. The Compliance Division headed by the Chief Compliance Officer is vested with the role of overseeing the design of the Bank’s Compliance Program and coordinating its effective implementation towards the sound management of Business and Compliance Risks. It is the Division’s mandate to ensure that the Bank remains compliant with all rules, regulations and laws in a cost-effective and productive manner while propagating the right compliance culture while avoiding an overly risk-averse environment that inhibits business growth. In coordination with the Compliance Division and corollary to the Bank’s Compliance Program, each Business and Support Unit shall develop and implement policies and procedures consistent with the BOD-approved Compliance Manual embodying the Bank’s Compliance Program.
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Business Conduct & Ethics
Directors Senior Management Employees
Each employee has the responsibility to have a working knowledge of all relevant laws, rules and regulations applicable to his assignment and is expected to fulfill his duties and responsibilities set forth in the Unit’s/Group’s Compliance Program.
(e) Respect for Trade Secrets/Use of Non-public Information
The Bank’s confidential information shall be adequately protected in its entire lifecycle. Creation, access, and usage of confidential information is on a need-to-know basis while transmission, storage, and disposal shall adopt secured handling. Authorized users must not distribute the Bank’s confidential information to unauthorized internal and external parties. Management approval is required before anyone can distribute the Bank’s confidential information. Any approved material that is to be distributed must contain all proper copyright, trademark and disclaimer notices. Code of Ethics and Discipline Section F 1. It is the obligation of every employee to preserve and maintain the trust and confidence bestowed on him by the Bank when it entrusts to him records, documents, cash and other restricted and confidential matters pertinent to Bank operations and business Section F 2. Bank transactions are confidential and any information and/or data relative thereto may not be divulged. Strict compliance to R.A. 1405, which prohibits the disclosure of deposits of any nature, should be observed at all times. Section F 3. The Bank prohibits the unauthorized disclosure or reproduction of classified and confidential records, documents, correspondence and information pertaining to the Bank business or affairs. Section F 5. All Bank records and documents in the custody of an employee must be surrendered to the Bank upon the employee’s resignation/separation from the Bank. Section F 6. Employees must maintain the confidential relationship between the Bank and each of its customers. Section F 7. Likewise, those by virtue of their responsibilities are privy to employee’s personal data should keep in strictest confidence such information, unless required by the Management or by court of law.
(f) Use of Company Funds, Assets and Information
Code of Ethics and Discipline Section 15. Employees shall not use Bank stationery, office supplies and/or equipment for personal purposes, nor should any employee perform, during working hours or inside Bank premises, any work not related to his job or connected with the Bank’s business. The Bank also has an Information Security Policy, and new hires are required to read it and sign the attached acknowledgment form.
(g) Employment & Labor Laws & Policies
The Employee Handbook, given out during the New Employees’ Orientation Program (NEOP) and the Code of Ethics and Discipline contain Bank policies, and rules and regulations that are in accordance with existing Labor Laws.
(h) Disciplinary action Consistent with the General Banking Act of 2000 and the fiduciary nature of the relationship of banks with its depositors and because the banking business is impressed with public interest, the Bank adopts a policy to promote the highest standards of integrity and the highest degree of diligence and responsibility among its directors, officers and employees. In line with this, the directors, officers and employees must conduct themselves in a manner consistent with the Bank’s core values and be instrumental in the promotion of the Bank’s good name and
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Business Conduct & Ethics
Directors Senior Management Employees
reputation and in the achievement of its business goals and objectives. The Bank has thus set standards of discipline and work ethics for its officers and employees and shall, when circumstances so warrant, impose appropriate disciplinary action against employees who, by their acts or omissions, commit infractions and breach the work standards, policies and procedures, rules and regulations of the Bank.
(i) Whistle Blower Employees, directors, stakeholders, clients, service providers and other third parties are encouraged to report, in good faith, knowledge of any misconduct, irregularity or act detrimental to the interests of the Bank and its stakeholders.
The reporting party or otherwise referred to as the “whistleblower” has a choice of communication channels to report any knowledge of misconduct or irregularity. The report may be through the normal channel of reporting bank concerns which is through the direct supervisor/manager of the personnel or officer involved in the reportable behavior. However, if the reported misconduct or irregularity is not acted upon by the direct supervisor or in the judgment of the whistleblower, the direct supervisor is not in a position to address his report, the whistleblower may email his/her report to the Whistle Blowing Committee or call any of the following designated officers:
If the issue to be reported is serious and sensitive, the whistleblower may directly approach the President and CEO or the Chairman of the Board of Directors. A member of the Board of Directors reporting an activity under this policy may raise his concerns to the Chairman of the Audit Committee, Chairman of the Corporate Governance Committee or the Chairman of the Board of Directors.
The whistleblower may disclose his/her identity or opt to remain anonymous. However, sufficient information must be provided to aid in the investigation of the reported misconduct, irregularity or improper activity. The whistleblower should refrain from obtaining evidence for which he/she does not have right of access but his/her cooperation in the investigation, if needed, is expected.
Ample protection is accorded to a whistleblower which includes, among others: (i) Confidentiality of identity and of the information reported; (ii) Non-retaliation against the whistleblower; (iii) Protection and security of his/her person and his/her family; (iv) Transfer to another unit; and/or, (v) Reinstatement to the same or comparable position and back benefits and pay, if warranted by the circumstances.
On the other hand, any person implicated in the reported act is accorded the right to be informed of the act he/she is alleged to have committed, its penalties or consequences, the right to counsel of his own choice, the right to be heard and present evidence on his/her defense, and the right to be informed of the resolution of the investigation or action taken.
This policy sets forth a reporting process beyond the normal reporting line to provide an alternative venue for reporting any irregularity, misconduct or suspicious activities to the Management but this is without prejudice to established procedures of the Bank in handling disciplinary cases under its Code of Ethics and Discipline.
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Business Conduct & Ethics
Directors Senior Management Employees
(j) Conflict Resolution A Grievance Committee composed of officers and representatives of the Bank’s Employee Relations Council was created with the following responsibilities.
1. To uphold fairness, justice and cooperation in the investigation of issues involving any employee. 2. To ensure that both parties are given equal opportunities to present their sides. 3. To assist in the mediation of grievances at the earliest possible time. 4. To refer the grievance matter to the Human Resources Division (HRD) pursuant to established procedure of the Bank on handling administrative complaints
Once a complaint is referred to HRD through an incident report, appropriate investigation is conducted. If there is a violation of the Bank’s policies, concerned employees are accorded due process and if sanction is warranted, appropriate sanctions are meted.
2) Has the Code of Ethics or Conduct been disseminated to all directors, senior management and employees? Yes. As soon as they join the organization, directors, senior management and employees are provided a copy of the Code of Ethics and Discipline as well as the Employee Handbook.
3) Discuss how the company implements and monitors compliance with the code of ethics or conduct.
The Code of Ethics aims to enforce the Bank standards and ensure impartiality and fair treatment of all employees when disciplinary action is required. The Management, through its line managers, enforces the code of ethics but all employees are welcome to file reports/complaints when they find that offenses have been committed. Human Resources, along with Legal Department and Internal Audit Group, conduct a preliminary investigation.
If the findings indicate that there is basis, administrative proceedings are then conducted.
Minor offenses would warrant a disciplinary action of oral reprimand, written warning, or suspension of not more than five (5) days, and may be decided on by the Line Manager/Group Head after taking into consideration the employee’s reply and issuing a Notice of Disciplinary Action.
Serious offenses would warrant a disciplinary action of more than five (5) days suspension up to termination and shall be decided on by the President after submitting a written reply and the conduct of a formal hearing with the Committee on Ethics and Discipline.
4) Related Party Transactions
(a) Policies and Procedures
Describe the company’s policies and procedures for the review, approval or ratification, monitoring and recording of related party transactions between and among the company and its parent, joint ventures, subsidiaries, associates, affiliates, substantial stockholders, officers and directors, including their spouses, children and dependent siblings and parents and of interlocking director relationships of members of the Board.
Related Party Transactions Policies and Procedures
(1) Parent Company In line with the Bank’s thrust to promote transparency, any Related Party transaction shall be on an arms-length basis and no favorable or special treatment shall be afforded to such related party unless the same treatment shall be accorded to all parties similarly interested in such dealing.
(2) Joint Ventures
(3) Subsidiaries
(4) Entities Under Common Control
(5) Substantial Stockholders
(6) Officers including spouse/children/siblings/parents
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(7) Directors including spouse/children/siblings/parents
All Related Party Transactions shall be reviewed and vetted by the Corporate Governance and Compliance Committee, which serves as the Board’s Related Party Committee. This Committee is composed of 5 Board members, 3 of whom are independent directors. Furthermore, the Chief Compliance Officer and the Chief Audit Executive sit as non-voting members in the said committee whenever there are Related Party Transactions for vetting. Upon approval, the transactions shall be endorsed and presented to the Board for approval. All approved Related Party Transactions are reported to the Bangko Sentral ng Pilipinas in accordance with the regulatory reporting requirements.
(8) Interlocking director relationship of Board of Directors
(b) Conflict of Interest
(i) Directors/Officers and 5% or more Shareholders
Identify any actual or probable conflict of interest to which directors/officers/5% or more shareholders may be involved.
Details of Conflict
of Interest (Actual or Probable)
Name of Director/s None
Name of Officer/s None
Name of Significant Shareholders None
(ii) Mechanism
Describe the mechanism laid down to detect, determine and resolve any possible conflict of interest between the company and/or its group and their directors, officers and significant shareholders. The Related Party Transactions and Conflict of Interest Policy Manual provides that any Related Party Transaction (RPT) and Personal Dealings by any Relevant Person that includes all directors, officers and employees, regardless of employment status, title, position or duties and Connected Persons which refers to immediate family members, members of the household and legal entities that are majority owned by the Relevant Person with the Bank shall be conducted at arms-length and no favorable or special treatment shall be accorded to such related parties unless the same treatment shall be given to all parties similarly interested in such dealings. All RPT, transactions with directors, officers, stockholders and related interest (DOSRI) and personal dealings of directors, officers and their connected persons shall be vetted by the Corporate Governance and Compliance Committee (CGCC) before these are presented to the Board of Directors for approval. The Bank further issued an inter-office memorandum that provides guidelines on loan-related transactions and purchase of Bank’s Real and Other Properties Acquired (ROPA) by DOSRI and their Related Party that shall require vetting of CGCC.
5) Family, Commercial and Contractual Relations
(a) Indicate, if applicable, any relation of a family,4 commercial, contractual or business nature that exists between the holders of significant equity (5% or more), to the extent that they are known to the company:
Names of Related Significant Shareholders
Type of Relationship Brief Description of the
Relationship
None
4 Family relationship up to the fourth civil degree either by consanguinity or affinity.
21
(b) Indicate, if applicable, any relation of a commercial, contractual or business nature that exists between the
holders of significant equity (5% or more) and the company:
Names of Related Significant Shareholders
Type of Relationship Brief Description
FDC Group Borrowing Client
Subject to the rules of the BSP on DOSRI accommodation, shareholder has a credit facility with the company which it may avail from time to time
(c) Indicate any shareholder agreements that may impact on the control, ownership and strategic direction of the
company:
Name of Shareholders % of Capital Stock affected
(Parties) Brief Description of the
Transaction
None
6) Alternative Dispute Resolution
Describe the alternative dispute resolution system adopted by the company for the last three (3) years in amicably settling conflicts or differences between the corporation and its stockholders, and the corporation and third parties, including regulatory authorities.
Alternative Dispute Resolution System
Corporation & Stockholders None
Corporation & Third Parties The Bank, complies with applicable laws, rules and regulations on the matter of alternative dispute resolution and that, whenever circumstances warrant, the Bank expresses or manifests its willingness and openness to reasonable (extra-judicial) resolution of disputes with third parties. Further, the Bank complies with the provisions of Alternative Dispute Resolution whenever incorporated in contracts it enters into.”
Corporation & Regulatory Authorities There has been no dispute between regulatory authorities in the last three years.
C. BOARD MEETINGS & ATTENDANCE
1) Are Board of Directors’ meetings scheduled before or at the beginning of the year? Yes.
2) Attendance of Directors There were twelve (12) regular board meetings from January to December 2015;, one (1) special board meeting held on March 06, 2015 and one (1) organizational meeting of the Board held on April 17, 2015 or a total of seventeen (14) Board Meetings. The following are the attendance of the Directors of the Bank who attended the above-mentioned Board Meetings from January to December 2015;
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The above-named Directors have complied with the BSP and Corporate Governance requirements of at least 50% attendance in the meetings of the Board of Directors for this given period.
3) Do non-executive directors have a separate meeting during the year without the presence of any executive? If yes, how many times?
None
4) Is the minimum quorum requirement for Board decisions set at two-thirds of board members? Please explain.
No. As prescribed by the Bylaws of the Bank, at least a majority of the members of the Board of Directors shall constitute a quorum to do business, except in those cases where the Corporation Code provides for a greater percentage.
5) Access to Information
(a) How many days in advance are board papers5 for board of directors meetings provided to the board? 3-7 days before the meeting
(b) Do board members have independent access to Management and the Corporate Secretary?
Yes
(c) State the policy of the role of the company secretary. Does such role include assisting the Chairman in preparing the board agenda, facilitating training of directors, keeping directors updated regarding any relevant statutory and regulatory changes, etc?
Pursuant to the 2009 SEC Revised Code of Corporate Governance, Bank’s Corporate Governance Manual and Amended By-laws of the Bank, below are details relative to responsibilities of the Corporate Secretary:
The Corporate Secretary, who is an officer of the Bank, shall be a Filipino citizen and a resident of the
Philippines. He shall: 1. Be responsible for the safekeeping and preservation of the integrity of the minutes of the meeting
of the Board and its committees, as other official records of the Bank; 2. Be loyal to the mission, vision and objectives of the corporation; 3. Work fairly and objectively with the Board, Management and stockholders; 4. Have appropriate administrative and interpersonal skills; 5. Be aware of the laws, rules and regulations necessary in the performance of his duties and
responsibilities; 6. Have a working knowledge of the operations of the corporation.
Duties and Responsibilities
5 Board papers consist of complete and adequate information about the matters to be taken in the board meeting. Information includes the background or explanation on matters brought before the Board, disclosures, budgets, forecasts and internal financial documents.
Directors No. of Meetings attended Jonathan T. Gotianun 14 Andrew L. Gotianun Sr. 10 Mercedes T. Gotianun 10 L. Josephine Gotianun Yap 12 Antonio C. Moncupa Jr. 14 Jose S. Sandejas 14 Carlos R. Alindada 14 Paul A. Aquino 14 Benedicto M. Valerio Jr. 14
23
1. He shall have custody of the Stock certificate Book, Stock and Transfer Book and the corporate Seal. 2. Prepare Ballots for the annual election and keep a complete and up-to-date roll of the stockholders
and their addresses. 3. He shall also perform such duties as are incident to his office and those which may be required of
him by the Board of Directors and of the President. 4. Gathers and analyzes all documents, records and other information essential to the conduct of his
duties and responsibilities to the Bank. 5. Informs the members of the Board, in accordance with the by-laws of the agenda of their meetings
and ensure that the members have before them accurate information that will enable them to arrive at intelligent decisions on matters that require their approval.
6. Attends all Board meetings, except when justifiable causes, such as, illness, death in the immediate family and serious accidents, prevent him from doing so.
7. Ensures that all Board procedures, rules and regulations are strictly followed by the members. 8. Submits to the Securities and Exchange Commission, at the end of every fiscal year, an annual sworn
certification on the directors’ record of attendance in Board meetings. 9. Performs such duties as are incident to his office and those which may be required of him by the
Board of Directors and of the President.
(d) Is the company secretary trained in legal, accountancy or company secretarial practices? Please explain should the answer be in the negative. Yes. The Corporate Secretary is actively engaged in the practice of law and specializes in corporate work and litigation.
(e) Committee Procedures
Disclose whether there is a procedure that Directors can avail of to enable them to get information necessary to be able to prepare in advance for the meetings of different committees:
Yes X No
Committee Details of the procedures
Executive As a matter of policy, materials for the meeting are disseminated to the committee members at least a day before the meeting date. Further information required by the committee member/s, if any, are made available within the meeting day or subsequently as agreed with the concerned committee member/s. All items for Executive Committee approval are sent to and maintained by the Corporate Secretary. All members of the Board have access to these records.
Audit As a matter of policy, materials for the meeting are disseminated to the committee members at least a day before the meeting date. Further information required by the committee member/s, if any, are made available within the meeting day or subsequently as agreed with the concerned committee member/s. All records of the Audit Committee is maintained by the Committee and its Secretary and can be accessed by the members of the Board.
Corporate Governance and Compliance Committee (Nomination)
As a matter of policy, materials for the meeting are disseminated to the committee members at least 2 days before the meeting date. Further information required by the
24
Committee Details of the procedures
committee member/s, if any, are made available within the meeting day or subsequently as agreed with the concerned committee member/s. All records of the Corporate Governance and Compliance Committee is maintained by the Committee and its Secretary and can be accessed by the members of the Board.
Remuneration/Compensation As a matter of policy, materials for the meeting are disseminated to the committee members at least a day before the meeting date. Further information required by the committee member/s, if any, are made available within the meeting day or subsequently as agreed with the concerned committee member/s. All records of the Remuneration Committee is maintained by the Committee and its Secretary and can be accessed by the members of the Board.
Risk As a matter of policy, materials for the meeting are disseminated to the committee members at least a day before the meeting date. Further information required by the committee member/s, if any, are made available within the meeting day or subsequently as agreed with the concerned committee member/s. All records of the Risk Committee is maintained by the Committee and its Secretary and can be accessed by the members of the Board.
Trust Materials for the regular meeting are distributed to the committee members at least 2 days before the meeting date. Additional information that may be required is provided during the meeting or afterward to the concerned Committee member(s). Special meetings may be requested / convened to discuss specific issues. All records of the Trust Committee is maintained by the Committee and its Secretary and can be accessed by the members of the Board.
6) External Advice
Indicate whether or not a procedure exists whereby directors can receive external advice and, if so, provide details:
There is no formal procedure. If the directors see the need, they can seek external advice.
7) Change/s in existing policies
Indicate, if applicable, any change/s introduced by the Board of Directors (during its most recent term) on existing policies that may have an effect on the business of the company and the reason/s for the change:
All major policies and procedures, including revision and modifications thereto, are subject to periodic review and require approval of the Board of Directors. This is to ensure compliance to laws and regulations and alignment to Bank’s strategy.
25
D. REMUNERATION MATTERS
1) Remuneration Process
Disclose the process used for determining the remuneration of the CEO and the four (4) most highly compensated management officers: Human Resources Group recommends a proposed compensation package for the CEO and all Senior Management Officers to the Remuneration Committee. This Committee, composed of five members including the President and one independent director, evaluates and recommends to the Board incentives and other equity-based plans designed to attract and retain qualified and competent senior officers. For the Internal Audit Executives, an annual report on the total remuneration is reported to the Board of Directors through the Audit Committee.
2) Remuneration Policy and Structure for Executive and Non-Executive Directors
Disclose the company’s policy on remuneration and the structure of its compensation package. Explain how the compensation of Executive and Non-Executive Directors is calculated.
Remuneration
Policy Structure of
Compensation Packages
How Compensation is
Calculated
Executive Directors For the CEO, please see response to number 1.
Non-Executive Directors Please see response in number 3.
Do stockholders have the opportunity to approve the decision on total remuneration (fees, allowances, benefits-in-kind and other emoluments) of board of directors? Provide details for the last three (3) years. Stockholders do not approve the decision on total remuneration of the Board.
3) Aggregate Remuneration
Complete the following table on the aggregate remuneration accrued during the most recent year: The following are the Bank’s CEO and four most highly compensated executive officers for the year ended 2015:
Name Position
Antonio C. Moncupa, Jr ........................................... Jose Emmanuel U. Hilado ........................................
Jacqueline S. Fernandez ........................................... Head, Consumer Lending Cluster Renato K. De Borja, Jr. ............................................. Chief Finance Officer
The following table identifies and summarizes the aggregate compensation of the Bank’s CEO and the four most highly compensated executive officers of the Bank in 2012, 2013, 2014 and 2015 estimates:
Year Total(1)
(P in millions) CEO and the most highly compensated officers named above ....................................................................................................... 2012 60.8 2013 66.8
2014 2015
77.8 92.9
Aggregate compensation paid to all officers and Directors as a group unnamed 2012 379.4
26
Year Total(1)
(P in millions) ....................................................................................................
2013 449.1 2014 524.3 2015 627.3
The growth in aggregate compensation of the CEO and the four most highly compensated executive officers of the Bank for 2016 is estimated to be the same as that of the prior year.
There are no actions to be taken as regards any bonus, profit sharing, pension or retirement plan, granting of extension of any option warrant or right to purchase any securities between the Bank and its directors and officers Remunerations given to directors which were approved by the Board Remuneration Committee amounted to P=13.4 million in 2015, P=13.1 million in 2014 and P=10.2 million in 2013.
4) Stock Rights, Options and Warrants The Board of Directors approved on January 29, 2015 the conduct of a rights issue by way of offering common shares to eligible shareholders of the Bank, subject to approval of regulatory agencies. The additional capital was seen to enable the Bank to pursue growth strategies while ensuring that its capital adequacy levels remain above the new Basel III requirements. The Bank set April 21, 2015 as the record date for shareholders entitled to participate in the rights offer up to 371,574,000 shares of common stock with a par value of P10.00 per share, at the entitlement ratio of 32.929 shares for every 100 shares held by eligible shareholders, and at an offer price of P21.53 per rights share. The stock rights shares were listed at the PSE on May 8, 2015. As of September 30, 2015, the net proceeds amounting to P8.0 Billion have been invested in loans. EW has no stock options and warrants.
(a) Board of Directors
Complete the following table, on the members of the company’s Board of Directors who own or are entitled to stock rights, options or warrants over the company’s shares:
Director’s Name Number of Direct
Option/Rights/ Warrants
Number of Indirect
Option/Rights/ Warrants
Number of Equivalent
Shares
Total % from Capital Stock
Gotianun, Jonathan T.
3 1,493,247 1,493,250 0.100%
Gotianun, Andrew Sr. L.
218,155 218,155 0.015%
Gotianun, Mercedes T.
218,154 218,154 0.015%
Gotianun-Yap, Lourdes Josephine T.
64,343 1,900,348 1,964,691 0.131%
Aquino, Paul 30,000 30,000 0.002%
Sandejas, Jose S. 11,750 11,750 0.001%
Moncupa, Antonio Jr. C.
149,826 149,826 0.010%
(b) Amendments of Incentive Programs
Indicate any amendments and discontinuation of any incentive programs introduced, including the criteria used in the creation of the program. Disclose whether these are subject to approval during the Annual Stockholders’
27
Meeting:
Incentive Program Amendments Date of
Stockholders’ Approval
None
5) Remuneration of Management
Identify the five (5) members of management who are not at the same time executive directors and indicate the total remuneration received during the financial year: The following are the Bank’s CEO and four most highly compensated executive officers for the year ended 2015:
Name Position
Antonio C. Moncupa, Jr ........................................... Jose Emmanuel U. Hilado ........................................
Jacqueline S. Fernandez ........................................... Head, Consumer Lending Cluster Renato K. De Borja, Jr. ............................................. Chief Finance Officer
The total remuneration for the CEO and the most highly compensated officers named above is P=92.9 million
in 2015.
E. BOARD COMMITTEES
1) Number of Members, Functions and Responsibilities
Provide details on the number of members of each committee, its functions, key responsibilities and the power/authority delegated to it by the Board:
Committee
No. of Members
Committee Charter Functions Key
Responsi-bilities
Power Executive Director
(ED)
Non-executive Director
(NED)
Independent
Director (ID)
Executive 1 4 None The Composition and mandate of the Executive Committee (ExCom) is defined in Section 8, Article III of the By-laws of the Bank, to wit: “The Board of Directors may create an Executive Committee, the composition of which shall include not less than three members of the Board to be appointed by the Board. The Executive Committee, by a majority vote of its members , and subject to such limitations as the Board may prescribe, is empowered to approved and/or implement any or all corporate acts within the competence of the Board except those acts expressly reserved by the Corporation Code to the Board of
The Executive Committee shall have the power to direct the business of the Bank vested by law in the Board of Directors insofar as such powers and authority may be lawfully delegated to the Executive Committee, including the power to review and approve proposals and transactions related to credit in amounts within the limits of its delegated authority.
The Executive Committee, by majority vote of all its members, and subject to such limitations as the Board may prescribe, is empowered to perform the following actions: 1. Approve and/or implement
Same with Functions.
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Committee
No. of Members
Committee Charter Functions Key
Responsi-bilities
Power Executive Director
(ED)
Non-executive Director
(NED)
Independent
Director (ID)
Directors.” The Executive Committee has six members, five of which are regular members and an alternate member who is appointed by the Board during its Organizational Meeting that is held after the Annual Stockholder’s Meeting of the Bank The Executive Committee established its own rules of procedure consistent with the mandate given to it by the Board. The Committee shall conduct a self-assessment of its performance, at least once a year.
any or all corporate acts within the competence of the board except those acts expressly reserved by the Corporation Code for the board of directors. 2. Review and approve bank-wide credit strategy, profile and performance. 3. Approve the credit risk taking-activities of the bank based on the regulations of established approving authorities and reviews and endorses credit-granting activities.
Audit None 1 3 Please see attached Internal Audit Charter (Annex 1)
Corporate Governance and Compliance (Nomination)
2 3 Corporate Governance and Compliance Committee (Annex 2)
Remuneration 1 3 1 Ensures that remuneration arrangements support the strategic objectives of the institution and enable the recruitment and retention of key talents in accordance with applicable regulations.
29
Committee
No. of Members
Committee Charter Functions Key
Responsi-bilities
Power Executive Director
(ED)
Non-executive Director
(NED)
Independent
Director (ID)
Others : Trust Committee
2 3 None Please see attached Trust Committee Charter (Annex 3)
Others : Risk Committee
1 3 Please see attached Risk Committee Charter (Annex 4)
2) Committee Members
(a) Executive Committee
*For year ended 2015
Office Name
Date of Appointment Re- election held on April
17, 2015)
No. of Meetings
Held
No. of Meetings Attended
%
Length of Service in
the Committee
Chairman JONATHAN T. GOTIANUN
April 17, 2015 36 34 94.44 21
Member (ED) ANTONIO C. MONCUPA April 17, 2015 36 35 97.22 9
Member (NED)
ANDREW L. GOTIANUN SR.
April 17, 2015 36 28 77.77 21
Member (NED)
MERCEDES T. GOTIANUN
April 17, 2015 36 28 77.77 21
Member (NED)
L.JOSEPHINE GOTIANUN YAP
April 17, 2015 36 33 91.67 15
(b) Audit Committee
Office Name
Date of Appointment Re- election held on April
17, 2015)
No. of Meetings
Held
No. of Meetings Attended
%
Length of Service in
the Committee
Chairman Carlos R. Alindada April 17, 2015
14 14 100% 3 years and 8
months
Member (NED) Josephine Gotianun-Yap April 17, 2015
14 0 0% 15
Member (ID) Jose S. Sandejas April 17, 2015
14 12 86% 3 years and 8
months
Member (ID) Paul A. Aquino April 17, 2015
14 14 100% 3 years and 8
months
Disclose the profile or qualifications of the Audit Committee members.
30
1. Carlos R. Alindada –
Tanduay Holdings, Inc. (Director); Citibank Savings, Inc. (Director); National Power Corporation (Director, 2001); Energy Regulation Commission (Commissioner, 2001-2004); SGV & Co. (Chairman and Managing Partner, (1996-1999)
Education: o BBA Accounting, University of the East, 1954 o Masters in Business Administration in Corporate Finance, New York University, 1959 o Advance Management Program, Harvard University, 1975
2. Jose S. Sandejas
Soloil, Inc. (Chairman & President); Pilipinas Hino, Inc. (Chairman); Pilipinas Transport Ind., Inc. (Chairman); Philworld Travel, Inc. (Chairman); Diversified Holdings, Inc. (Chairman); St. Scholastica's College (Chairman); Insular Investments & Trust Corp. (Director); Home Credit Mutual Bldg. & Loan Assn. (Director); Benguet Consolidated Corporation (Director); Petron Corporation (Director); Board of Investments (Director)
Education: o BS Chemical Engineering (Cum Laude), De La Salle University, 1961 o Ph.D in Materials Engineering, Rensselaer Polytechnic Institute, NY, USA, 1962
3. Paul A. Aquino
East West Ageas Life Insurance Corporation (Independent Director); Skycable Inc. (Director); Tanging Yaman Foundation (Trustee); Energy Development Corporation (Consultant); Government of Malta (Honorary Consul); KEI Tech Educational Foundation, Inc. (President)
Education: o Bachelor of Arts , Ateneo De Manila University, 1963 o BS Electrical Engineering, Santa Clara University, California, USA, 1965 o Masters in Business Administration, Santa Clara University, California, USA, 1967
4. Lourdes Josephine T. Gotianun-Yap
Filinvest Development Corp. (President & CEO); Filinvest Asia Corp. (President); Cyberzone Properties, Inc. (President); The Palms Country Club (President)
Education: o BS Business Management, Ateneo De Manila, 1975 o Masters in Business Administration (major in Finance), University of Chicago, 1977
Describe the Audit Committee’s responsibility relative to the external auditor. As contained in the Audit Committee Charter xxx B. Power and Authority,
Oversee the resolution of disagreement between management and the external auditors, in the event they arise. xxx
Meet with the company officers, external auditors, or outside counsel, as necessary.
E. Responsibilities
The Audit Committee provides oversight of the institution's financial reporting and internal and external audit functions. It is responsible for the appointment of the internal auditor as well as the independent external auditor who shall both report directly to the Audit Committee. xxx
Financial reporting, including disclosures
Review with management and the external auditors, recent accounting, tax and regulatory pronouncements , and understand their impact on the financial statements
Discuss with the external auditor the report that the auditor is required to make to the
31
committee regarding: - All accounting policies and practices to be used that the independent auditor identifies as critical. - All alternative treatments within generally accepted accounting principles for policies and practices related to material items that have been discussed among management and the independent auditor, including the ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the auditor. - Other material written communications between the independent auditor and management of the bank, such as any management letter, management representation letter, reports on observations and recommendations on internal controls, independent auditor’s engagement and independence letters, schedule of unadjusted audit differences and any listing of adjustments and reclassifications not recorded.
Review and discuss with management and the external auditor the annual audited financial statements, including the bank's specific disclosures made in management's discussion and analysis, and recommend to the Board whether the audited financial statements should be included in the bank's Annual Report.
Review with management and the independent auditor: (1) major issues regarding accounting principles and financial statement presentation, including any significant changes in the bank's selection or application of accounting principles; and (2) major issues as to the adequacy of the bank's internal controls and any special audit steps adopted in light of material control deficiencies and the adequacy of disclosures about changes in internal control over financial reporting; and (3) the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the financial statements of the bank.
Internal Control
Understand the scope of internal and external auditors' review of internal control over financial reporting, and obtain reports on significant findings and recommendation.
External Audit
Approve a set of appropriate objective criteria for approving the external audit firm of the bank;
Approve, or recommend to the board or stockholders for their approval, the appointment, re-appointment and removal of external audit firm;
Approve the remuneration and terms of engagement of the external audit firm;
Review and confirm the independence of the external auditors on relationships by obtaining statements from the auditors on the relationships between the auditors and the bank, including non-audit services, and discussing the relationships with the auditors.
Ensure that senior management is taking necessary corrective actions to address the findings and recommendations of external auditors and regulatory authority in a timely manner.
Review and confirm the independence of the external auditors on relationships by obtaining statements from the auditors on the relationships between the auditors and the bank, including non-audit services, and discussing the relationships with the auditors.
Prior to publishing the year-end earnings, discuss the results of the audit with the external auditors.
On an annual basis, the audit committee should review and discuss with the external auditors all significant relationships they have with the bank that could impair the auditors’ independence.
On a regular basis, meet separately with the external auditors to discuss any matters that the committee or auditors believe should be discussed privately.
(c) Corporate Governance and Compliance Committee / Nomination Committee
The Board of Directors approved on March 2014, the revised Charter of the Corporate Governance and Compliance Committee which includes its duties and responsibilities as the Nomination Committee. It reviews and evaluates the qualification of individuals nominated to the board as well as those nominated to other positions requiring appointment by the board to ensure alignment with the Bank's strategy.
32
Office Name
Date of Appointment Re- election held on April
17, 2015)
No. of Meetings
Held
No. of Meetings Attended
%
Length of Service in
the Committee
Chairman Paul A. Aquino April 17, 2015 1 – March
3, 2015 1 100%
3 years and 8 months
Member (ED) Jonathan Gotianun April 17, 2015 1 – March
3, 2015 1 100%
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Member (NED) Carlos Alindada April 17, 2015 1 – March
3, 2015 1 100%
3 years and 8 months
Member (ID) Jose Sandejas April 17, 2015 1 – March
3, 2015 1 100%
3 years and 8 months
Member Atty. Benedicto Valerio April 17, 2015 1 – March
3, 2015 1 100%
3 years and 5 months
(d) Remuneration Committee
Office Name
Date of Appointment (Re- election held on April
17, 2015)
No. of Meetings
Held
No. of Meetings Attended
%
Length of Service in
the Committee
Chairman Lourdes Josephine G. Yap April 17, 2015 1 – June 22, 2015
1 100 15
Member (NED) Mercedes T. Gotianun April 17, 2015 1 – June 22, 2015
1 100 21
Member (NED) Jonathan T. Gotianun April 17, 2015 1 – June 22, 2015
1 100 21
Member (ID) Jose S. Sandejas April 17, 2015 1 – June 22, 2015
1 100 3 years and 8
months
Member (ED) Antonio C. Moncupa April 17, 2015 1 – June 22, 2015
1 100 9
(e) Others (Specify)
Provide the same information on all other committees constituted by the Board of Directors:
Risk Management Committee
Office Name
Date of Appointment (Re- election held on April
17, 2015)
No. of Meetings
Held
No. of Meetings Attended
%
Length of Service in
the Committee
Chairman (ID) Jose Sandejas April 17, 2015
12 11 92 3 years and 8
months
Member (NED) Lourdes Josephine Yap April 17, 2015 12 12 100 15 years
Member (ID) Carlos Alindada April 17, 2015
12 12 100 3 years and 8
months
Member (ID) Paul Aquino April 17, 2015
12 12 100 3 years and 8
months
Trust Committee
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Office Name
Date of Appointment (Re- election held on April
17, 2015
No. of Meetings
Held
No. of Meetings Attended
%
Length of Service in
the Committee
Chairman Jonathan T. Gotianun April 17, 2015 4 4 100 21
Member (ED) Antonio C. Moncupa, Jr. April 17, 2015 4 4 100 9
Member (NED)
Andrew L. Gotianun, Sr. April 17, 2015
4
1
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21
Member (NED)
Atty. Benedicto M. Valerio April 17, 2015
4 4 100 3 years and 5
months
Member Angel Marie L. Pacis (Trust Officer)
March 12, 2015
4 4 100 9 months
3) Changes in Committee Members
Indicate any changes in committee membership that occurred during the year and the reason for the changes:
Name of Committee Name Reason
Executive None None
Audit None None
Nomination None None
Remuneration None None
Others (specify):
Risk None None
Trust None None
4) Work Done and Issues Addressed
Describe the work done by each committee and the significant issues addressed during the year.
Name of Committee Work Done Issues Addressed
Executive Oversight on the Bank’s overall credit risk management
NONE
Audit Oversight function over external and internal audit work plan and results. Reviews also BSP report on examination.
Resolutions of significant audit issues noted during the regular audits were monitored monthly.
Corporate Governance and Compliance
Oversight of the implementation of the Bank’s Compliance Program including Anti Money Laundering and Terrorist Financing Deterrence. It also vetted DOSRI and related party transactions prior to Board approval. It reviewed and evaluated the qualification of individuals nominated to the Board as well as those nominated to other positions requiring appointment by the board to ensure alignment with the Bank's strategy. It conducted the annual Board and Committee self-assessment.
Significant issues addressed were those raised in the 2015 BSP Report on Examination of the Bank. Actions taken and planned resolutions were monitored monthly by the Compliance Division and reported to the Committee every other month.
Updated the Corporate Governance Manual to conform with requirements of law and regulations.
34
Name of Committee Work Done Issues Addressed
Remuneration The Compensation Committee, assisted by the Human Resources Division, was responsible for harmonizing the salaries of the employees of the bank in accordance with the performance, responsibility and adherence to the prescribed culture. It was also responsible for the implementation of the reward system thru promotion of deserving employees, grant of bonus and incentives.
No significant issues.
Risk The highlights of the Committee’s accomplishments include:
Enhanced risk management education program
Review and approval of frameworks for loss model development and setting risk limits
Review and approval of the various policies, risk appetite and loss limits
Review and approval of the information security risk assessment initiative
Expanded risk oversight to the Trust business
Review and approval of the Bank’s compliance self-assessment on new regulations
These initiatives aimed to:
Familiarize the Board with the inherent risks and how they are controlled in each of the Bank’s businesses
Keep the Bank’s risk management practices appropriate albeit the changing internal and external environment
Establish the Bank’s information security risk management goals and identify performance gaps that needs to be addressed
Strengthen risk oversight in the Trust business
Ensure the Bank’s readiness with the new rules and regulations
Trust Instituted tighter documentary requirements such as mandatory letters of instructions
Instituted regular monitoring of documentary deficiencies of the branch network
Maintained tight approval control of one-off investment proposals.
Reviewed and approved managed accounts and discussed performance of key managed accounts and UITFs
Reduction of operational risks.
Improve investment discipline.
5) Committee Program
Provide a list of programs that each committee plans to undertake to address relevant issues in the improvement or enforcement of effective governance for the coming year.
Name of Committee Planned Programs Issues to be Addressed
Executive None
Audit Control Appreciation and Fraud To promote and instill control
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Name of Committee Planned Programs Issues to be Addressed
Prevention Program awareness and appreciation among the bank’s store officers to minimize occurrence of fraud and loss exposure due to fraud and other irregularities.
Corporate Governance and Compliance (Nomination)
Enhance the Bank’s Compliance Program, including its Anti-Money Laundering and Terrorist Financing Deterrence, to promote and improve the organization’s culture of compliance.
Raise awareness and understanding of the Bank’s compliance risks and institute the right policies, systems and procedures to ensure strict adherence to rules and regulations.
Remuneration None
Risk The Enterprise Risk Management (ERM) Capability Maturity Model was introduced and adapted that provides clear risk management success attributes and milestones. With this in place, it’s foreseen to realize the following:
Enhanced risk management strategic and tactical planning to improve effectiveness in actual risk management performance.
More effective tracking of risk management progress and maturity.
Taken from the adoption of above model, risk management plans shall revolve around progressing the Bank’s risk management practice maturity to the next higher level year-on-year. Specifically for the coming immediate year or so –
Risk policies are to be shifted from silo-based towards enterprise-wide perspective.
Enhance, if not complete, procedural guidelines to allow efficient execution of risk management practices.
Embed risk management discipline through awareness & training programs, as well as incorporation of risk management mandate in performance appraisal system.
Refine key risk indicators to be periodically monitored and reported.
Refine existing, if not develop new, risk models to improve risk measurement capability.
Automate or upgrade risk management processes, and firm up
The inherent need to adapt to changing demands of doing banking is the compelling reason for the Bank’s risk management discipline to progress higher, and be adaptive to these demands.
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Name of Committee Planned Programs Issues to be Addressed
data infrastructure.
Trust Offer investment solutions and portfolios utilizing a complete array of investment funds necessary for optimal portfolio construction within an operational framework that is in line with regulatory standards.
Increase competitiveness and differentiation of the business in the industry. Improve operational framework to ensure efficiency and internal controls over asset management and account administration.
F. RISK MANAGEMENT SYSTEM
1) Disclose the following: (a) Overall risk management philosophy of the company;
The Bank’s risk philosophy has been defined and outlined by its Board of Directors in order to provide clear directions and mandate in the conduct of risk management at all levels across the Bank. The underlying premise of the Bank’s risk philosophy is that every entity in the Bank exists to provide value for the Bank’s stakeholders, namely, its depositors and other creditors, its management and employees, the regulators and government, the community where it operates and the public in general. All units in the Bank face uncertainty and thus are challenged to determine how much uncertainty to accept in doing business. Uncertainty presents both risk and opportunity, with the potential to erode or enhance value. Value is maximized when management sets strategy and objectives to achieve an optimal balance between growth and return goals and, its related risks, and efficiently and effectively deploys capital in pursuit of the Bank’s objectives. The Bank is broadly directed by the following guidelines:
align risk appetite with its business plan and strategies
proactive risk management
reduce surprises of unexpected losses
identify and manage all material risks
optimize use of capital
(b) A statement that the directors have reviewed the effectiveness of the risk management system and commenting on the adequacy thereof;
The Board, through its Risk Management Committee oversees the effectiveness of the Bank’s risk management system. The Committee convenes monthly and perform reviews of risk management frameworks, manuals, and limit systems. The Committee is likewise apprised about the Bank’s overall risk profile through the regular risk management reports that includes various risk indicators, presented by RMD. This allows the Committee to perform its oversight function over the Bank’s risk taking activities ensuring that aggregate risk exposures are within the Board approved levels at all times and deviations if any are accordingly dealt with. In the course of performing its oversight function, the Committee did not pose any adverse observation on the effectiveness of the Bank’s risk management system.
(c) Period covered by the review; The review covered the Bank’s risk and capital management performance for the year 2013, plus a 5-year forward looking view while the on-going review indicated above covers the year 2014 and similarly prospective 5-year period.
(d) How often the risk management system is reviewed and the directors’ criteria for assessing its effectiveness;
and
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The Bank’s risk and capital management system, mainly its policies and processes, is constantly challenged and refined as stakeholder reliance on an effective risk management system becomes more pronounced for sound business decision-making purposes. At a minimum, the review is performed on an annual basis through its ICAAP exercise. This is without prejudice to the monthly RMC meetings diligently held to tackle and approve risk and capital management policies and limit structures, and where the results of the monitoring of the Bank’s risk and capital management initiatives are comprehensively reported.
(e) Where no review was conducted during the year, an explanation why not.
N/A
2) Risk Policy
(a) Company Give a general description of the company’s risk management policy, setting out and assessing the risk/s covered by the system (ranked according to priority), along with the objective behind the policy for each kind of risk:
Risk Exposure Risk Management Policy Objective
Credit risk Well-controlled underwriting process with appropriate levels of authority
To ensure that borrower accounts undergo a rigid credit evaluation process and authority commensurate to the risks the Bank will assume with the approval of said account.
Employment of credit limits (at various levels)
To contain Bank credit exposures within borrowers’ capacity to pay and Bank’s risk tolerance.
Securitization and/or insurance To have credit risk mitigant as an alternative source of collection by the Bank from its clients should a default occur.
Maintain a minimum level of quality for its credit portfolio
To keep the Bank’s credit portfolio quality within acceptable level whereby credit losses are still acceptable and within the Bank’s credit risk appetite.
Diversification To reduce credit concentration risk in terms of industry sectors, and specific borrowers and/or group of related borrowers.
Operational risk
Segregation of duties and responsibilities, and dual control
To prevent unauthorized or invalid activities arising from monopoly of the whole process by one person or unit in the Bank.
Hierarchy of approving authorities To ensure that transactions entered into by the Bank is reviewed and authorized by the appropriate body/ies and level of authority/ies within the Bank.
Four eye policy To ensure that transactions are accurately done through verification or
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(b) Group Give a general description of the Group’s risk management policy, setting out and assessing the risk/s covered by the system (ranked according to priority), along with the objective behind the policy for each kind of risk:
The same risk management policies at the Company level applies at the Group level.
(c) Minority Shareholders
Indicate the principal risk of the exercise of controlling shareholders’ voting power.
Risk to Minority Shareholders
The principal risk of the minority shareholders in controlling shareholders’ exercise of its voting power is the risk of share value reduction due to corporate actions by the controlling shareholders that may be detrimental to the minority shareholders. This risk is considered by the Bank to have a remote possibility of happening to the minority shareholders given the Bank’s controlling shareholders track record of prudent management. Since the Bank’s public debut in 2012, there were no cited incidents that caused detrimental damage to the Bank’s share value as a result of unsound corporate action/s by the Bank’s controlling shareholders.
second look by another person.
Independent validation To ensure reliance on reported completeness and accuracy of records and estimates through a review by a party other than the one performing the task.
Market (includes interest rate) risk
Trading of liquid instruments To ensure that price fluctuations are relatively contained (in contrast to price fluctuations in illiquid instruments).
Employment of market risk limits (at various levels) including loss alert system
To cap the Bank’s market risk exposure within its risk tolerance and sufficient leeway is allowed to appropriately dispose limit breaches without unnecessarily increasing the Bank’s risk.
Liquidity risk Maintenance of adequate liquidity reserves
To ensure that the Bank has sufficient liquidity to draw from to settle its obligations as and when it falls due.
Contain cash outflows within acceptable levels, as reflected in the liquidity risk limits
Ensure that there is adequate liquidity to meet expected and unexpected outflows.
Contingency funding planning To ensure that all available sources of funding are identified and procedures are set to address an event of severe liquidity requirement.
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3) Control System Set Up
(a) Company
Briefly describe the control systems set up to assess, manage and control the main issue/s faced by the company:
Risk Exposure Risk Assessment
(Monitoring and Measurement Process)
Risk Management and Control (Structures, Procedures, Actions Taken)
Operational risk (i.e. fraud activities)
Results of the Bank’s risk self -assessment performed shows that the Bank is exposed to operational risk such as business disruptions, process errors and failures, and fraudulent activities to which the Bank’s management considers as high risk exposure. The above self-assessment results came on the back of the regular monitoring by each of the Bank’s business and operating units. Collated by the Risk Management Division, the reports are analyzed on a Group-wide perspective and reported monthly to the Risk Management Committee of the Board. Operational risk is measured in both financial and non-financial terms in accordance with the Board approved risk appetite and tolerances. It is performed by assessing the likelihood of an operational risk happening, and estimating the consequential business impact when the event happens having considered the effectiveness of controls in reducing operational risk.
Having established better or tighter control environment in the Bank’s store operations, the Bank further pursued the operationalization of its well-laid Operational Risk Framework with the senior management team at the forefront to perform the same. Overall operational risk management is directed through Board-approved policies as embodied in the Bank’s Operational Risk Management Manual. Self-assessment activities are performed to understand risk exposures and its control environment at point of occurrence to be able to proactively mitigate unacceptable residual exposures. Operational risk events, both near-miss and actual losses, are recorded, tracked, and monitored. The root cause of the operational risk event is determined to evaluate soundness of control design and effective execution of said control that is essential to surface control design issues or execution lapses. This facilitates actions that should prevent the recurrence of said risk event. Key risk indicators are also monitored on a periodic basis to provide early-warnings on potential losses or control breakdowns. Further, to ensure continuity of the Bank’s operations, business continuity and disaster recovery planning is performed in readiness for adverse internal and external disruptions. On the other hand, to mitigate losses, insurance coverage for various purposes is maintained by the Bank. Example, insurance coverage for its employee’s health and safety, and for potential property loss or damage to its physical assets.
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(b) Group
Briefly describe the control systems set up to assess, manage and control the main issue/s faced by the company: The same control system set up at the Company level applies at the Group level.
(c) Committee
Identify the committee or any other body of corporate governance in charge of laying down and supervising these control mechanisms, and give details of its functions:
Committee/Unit Control Mechanism Details of its Functions
Executive Committee Oversight on the Bank’s overall credit risk management
The Committee’s function includes:
To review the bank-wide credit strategy, profile and performance.
To approve the credit risk-taking activities based on the established approving authorities and likewise reviews and endorses credit-granting activities, including the Internal Credit Risk Rating System
Corporate Governance and Compliance Committee (CGCC)
Oversight on the Bank’s overall corporate governance and compliance system. It also serves as the Board’s Nomination Committee.
The Committee’s function includes:
Review and assess the adequacy of the CGCC’s charter and Corporate Governance Manual and recommends changes as necessary.
Oversee the implementation of the compliance program and the Money Laundering Prevention Program and ensure compliance issues are resolved expeditiously.
Assists the Board in assessing the effectiveness of managing compliance risk and ensures regular review of the compliance program.
Review and evaluate the qualifications of all persons nominated to the Board and to other positions requiring appointment by the Board.
Review and vet DOSRI and related party transactions
Risk Management Committee (RMC)
Oversight on the Bank’s overall risk management system
The Committee’s function includes:
To develop risk appetite and tolerances for the Bank and recommends them to the Board
To review and approve risk management principles, strategies, policies, and initiatives
To oversee the overall risk management, risk profile, and
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Committee/Unit Control Mechanism Details of its Functions
compliance with the Board approved risk appetite and tolerances
Audit Committee (AuditCom)
Independent Examination the Bank’s internal control system
The Committee’s function includes:
To examine the major risk exposures and ensures accountability on the part of management to monitor and control such exposures including the risk assessment and risk management policies
To examine the major issues regarding accounting principles and financial statement presentation, including any significant changes in selection or application of accounting principles
To examine the major issues as to the adequacy of internal controls; to examine the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the financial statements
Trust Committee Oversight on the proper management of trust and other fiduciary business
The Committee’s function includes:
Acceptance and closing of trust and other fiduciary accounts
Initial review of assets placed under the trustee’s fiduciary custody
Investment, re-investment and disposition of funds or property
Review and approval of transactions between trust and/or fiduciary accounts, and
Review of trust and other fiduciary accounts at least once every twelve (12) months to determine the advisability of retaining or disposing of the trust or fiduciary assets and/or whether the account is being managed in accordance with the instrument creating the trust or other fiduciary relationship.
The TrustCom shall also preside over the proper conduct of the trust’s business, reviewing on a periodic basis, business development initiatives as:
a. Staffing and delineation of responsibility / accountability
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Committee/Unit Control Mechanism Details of its Functions
b. Proactive development and implementation of strategies for cultivating of revenue streams and cost management
c. Application and monitoring of the proper performance benchmarks.
Executive Management Committee
Looks into broad organizational and operational issues, and approves major initiatives. Serves as the IT Steering Committee as well.
The Committee’s function includes:
Reviews strategies and key execution plans and monitors performance vs plans and historical numbers.
Discusses employee, customer and competitive trends and formulates strategies and action plans in response to trends.
Evaluates, approves, prioritizes and monitors major projects and initiatives
Reviews and monitors broad organizational situation
As IT Steering Committee - Evaluates, approves, monitors and prioritizes IT projects - Monitors progress of IT Strategic Plan, regularly reviews the plan and identify opportunities that will align the plan to the Bank's business strategy. - Identifies business solutions that may leverage technology - Reviews IT policies, procedures and standards, when needed.
Loan and Investments Committee (LoanCom)
Oversight on credit risk control The Committee’s function includes:
To oversee the credit risk-taking activities and overall adherence to the credit risk management framework,
To review business/credit risk strategies, quality and profitability of the credit portfolio and recommend changes to the credit evaluation process, credit risk acceptance criteria and the minimum and target return per credit or investment transaction
Asset-Liability Management Committee (ALCO)
Oversight on market, liquidity, and other financial position related risk
The Committee’s function includes:
Establish asset and liability pricing policies that are
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Committee/Unit Control Mechanism Details of its Functions
consistent with the strategies of the bank,
Recommend market and liquidity risk limits to the Risk Management Committee and BOD
Review regularly the liquidity position of the bank and implement asset and liability pricing guidelines as a result of the review,
Review regularly asset levels to ensure that income objectives are met,
Review regularly interest rate risk and liquidity risk to ensure that market and liquidity risk limits are complied with.
Risk Management Subcommittee (RMS)
Oversight on the implementation and execution of the Bank’s risk management policies and procedures
The Committee’s function includes:
To oversee and direct the management of the overall risk profile
To spearhead the implementation of the Bank’s risk management initiatives
To lead the effective conduct of risk management
To oversee the overall risk incidents and control gaps or deficiencies and implementation of corresponding corrective actions
G. INTERNAL AUDIT AND CONTROL
1) Internal Control System Disclose the following information pertaining to the internal control system of the company: (a) Explain how the internal control system is defined for the company;
Internal control is broadly defined as a process, effected by the bank's Board of Directors, Management and other personnel, designed to provide reasonable assurance regarding the achievement of its objectives. The bank’s internal control was designed to: o Safeguard the bank’s assets o Ensure adherence to regulations, particularly those of the BSP, Anti-Money Laundering Council (AMLC),
Philippine Deposit Insurance Corporation (PDIC) and SEC. o Maintain reliability of accounting data o Promote operational efficiency
(b) A statement that the directors have reviewed the effectiveness of the internal control system and whether
they consider them effective and adequate; The Audit Committee prepares annually a self-assessment on their performance and an annual report to the
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Board of Directors with regards their assessment of the effectiveness and adequacy of the internal controls of the Bank, among others.
(c) Period covered by the review; Latest report was for the calendar year 2015.
(d) How often internal controls are reviewed and the directors’ criteria for assessing the effectiveness of the internal control system; and The Audit Committee reviews the effectiveness and efficiency of internal control every meeting. An assessment will be given to the Board, when appropriate and necessary. Annually, the Audit Committee prepares a formal report to the Board of Directors.
(e) Where no review was conducted during the year, an explanation why not.
Not applicable
2) Internal Audit
(a) Role, Scope and Internal Audit Function
Give a general description of the role, scope of internal audit work and other details of the internal audit function.
Role Scope
Indicate whether In-house or Outsource
Internal Audit Function
Name of Chief Internal
Auditor/Auditing Firm
Reporting process
Refer to the attached Internal Audit Charter
Refer to the attached Internal Audit Charter
In-house but certain functions may be outsourced, if the need arises.
Eloida F. Oquialda SVP& Chief Audit Executive
Refer to the attached Internal Audit Charter
(b) Do the appointment and/or removal of the Internal Auditor or the accounting /auditing firm or corporation to which the internal audit function is outsourced require the approval of the audit committee? Yes
(c) Discuss the internal auditor’s reporting relationship with the audit committee. Does the internal auditor have direct and unfettered access to the board of directors and the audit committee and to all records, properties and personnel? Internal Audit is functionally reporting to the Audit Committee. Internal Audit reports to the Audit Committee at least 4 times per year. For 2015, the Audit Committee met 14 times. The Chief Audit Executive (CAE) has direct access and unfettered access to the Board and the Audit Committee. Internal Audit has unrestricted access to all records, properties and personnel.
(d) Resignation, Re-assignment and Reasons
Disclose any resignation/s or re-assignment of the internal audit staff (including those employed by the third-party auditing firm) and the reason/s for them. There were 28 Internal Audit staff who left due to various reasons such as career change, family circumstance, and better compensation offer of other companies / banks.
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(e) Progress against Plans, Issues, Findings and Examination Trends
State the internal audit’s progress against plans, significant issues, significant findings and examination trends. Internal Audit monitors the accomplishment of the work plan quarterly and reports to the Audit Committee on a semi-annual basis. Also, status of corrective/remedial measures undertaken on high risk issues is reported to the Audit Committee during its regular meeting.
The relationship among progress, plans, issues and findings should be viewed as an internal control review cycle which involves the following step-by-step activities:
1) Preparation of an audit plan inclusive of a timeline and milestones; 2) Conduct of examination based on the plan; 3) Evaluation of the progress in the implementation of the plan; 4) Documentation of issues and findings as a result of the examination; 5) Determination of the pervasive issues and findings (“examination trends”) based on single year
result and/or year-to-year results; 6) Conduct of the foregoing procedures on a regular basis.
3) Audit Control Policies and Procedures
Disclose all internal audit controls, policies and procedures that have been established by the company and the result of an assessment as to whether the established controls, policies and procedures have been implemented under the column “Implementation.”
Policies & Procedures Description Implementation
Internal Audit Manual, which includes the following, among others:
All established controls, policies and procedures have been implemented.
Audit Risk Assessment Model
Provides risk assessment measurement criteria based on key business risk variables to calculate the weighted risk rating and rank the auditable units/ entities. The main purpose of the Risk Assessment Methodology is to enhance the objectivity and transparency and provide for a sound basis for the preparation of the Annual Audit Plan (audit frequency, intensity and timing).
Risk-based Audit Methodology
Audit Rating System Guidelines to promote consistency and objectivity in the formulation of an overall assessment /rating for each audit engagement.
Outsourcing Policies
Covers the process of obtaining external service providers to support or complement the Internal Audit Activity, in conformance with the Institute of Internal Auditor’s Practice Advisory 1210.A1-1 and regulatory requirements of the Bangko Sentral ng Pilipinas, currently under Circular 765, and as may be amended in the future.
Various Audit Program Guides
Audit Program Guides provide the audit steps / procedures for a particular audit engagement. These are reviewed and updated when deemed necessary, i.e. based on the results of walkthrough procedures there are changes in the process brought about by changes in the system, regulations, etc.
4) Mechanism and Safeguards
State the mechanism established by the company to safeguard the independence of the auditors, financial
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analysts, investment banks and rating agencies (example, restrictions on trading in the company’s shares and imposition of internal approval procedures for these transactions, limitation on the non-audit services that an external auditor may provide to the company):
Auditors (Internal and External)
Financial Analysts
Investment Banks
Rating Agencies
Internal Audit functionally reports to the Audit Committee composed of independent directors Internal Auditors’ Declaration of Independence signed annually. External Auditors issue statement of their independence in compliance with regulation.
Not Applicable Not Applicable
The Bank has a signed agreement where the Rating Agencies commit to express an independent, objective and fair credit opinion, adhering to its credit rating standards and ensuring that the credit rating function shall be performed with utmost professional competence.
(h) State the officers (preferably the Chairman and the CEO) who will have to attest to the company’s full compliance with the SEC Code of Corporate Governance. Such confirmation must state that all directors, officers and employees of the company have been given proper instruction on their respective duties as mandated by the Code and that internal mechanisms are in place to ensure that compliance.
Jonathan T. Gotianun, Chairman
Antonio C. Moncupa, Jr., President and CEO
Ma. Bernadette T. Ratcliffe, Chief Compliance Officer
H. ROLE OF STAKEHOLDERS
1) Disclose the company’s policy and activities relative to the following:
Policy Activities
Customers' welfare Under the vision and mission statement of the bank, customer is treated equally with the shareholders and employees as major stakeholder of the bank.
Directors, senior management and employees are constantly reminded that the bank is the just the custodian of the money of the depositors and all risk taking activities should be taken only if it will not prejudice the depositors.
Supplier/contractor selection practice
Only pre-qualified bidders are allowed to bid and the bid is awarded to the lowest bidder.
1. Notice of bidding; prequalification to bid. 2. Announcement of pre-qualified bidder. 3. Submission of bid documents/bond. 4. Bidding 5. Awarding. 6. Notice to proceed.
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Policy Activities
Environmentally friendly value-chain
Contribute to conservation of trees thru adoption of paperless media transaction.
1. Electronic instead of paper based communication. 2. Adoption of other electronic based banking products and transactions.
Community interaction Promotion of specific cause for improvement of the Community.
Sponsor community and school based social programs.
Anti-corruption programmes and procedures?
Section I (Rules and Regulations) of the Bank’s Code of Ethics and Discipline describes the policies covering the following: F. Trust and Confidence/Honesty
and Integrity G. Preservation of Bank Property I. Business and Personal Conduct J. Outside Activities K. Conflict of Interest
Section II (Employee Discipline) of the Bank’s Code of Ethics and Discipline describes the policies covering the following:
C. Administrative Charges D. Schedule of Penalties
Safeguarding creditors' rights
2) Does the company have a separate corporate responsibility (CR) report/section or sustainability report/section?
There is no separate CSR section in the EastWest Annual Report.
3) Performance-enhancing mechanisms for employee participation.
(a) What are the company’s policy for its employees’ safety, health, and welfare?
Caring for the health and well being, as well as for the safety and security of our employees, EastWest provide HMO and group life insurance coverage. Employees’ financial security extends beyond retirement with a retirement benefit plan that helps them reap the benefits of long years of hard work and allows them to enjoy life after their tenure with EastWest.
As an organization, EastWest believes in providing a learning environment which gives our people all the opportunities for them to accumulate knowledge, continuously hone their skills and sharpen their competencies. EastWest Bank’s Learning Academy mission is to provide the necessary training programs to all employees that will help them increase their level of awareness, improve their skills and develop the right attitude in performing their jobs.
(b) Show data relating to health, safety and welfare of its employees.
HEALTH RELATED FRINGE BENEFITS AVAILED
1. Annual Physical Examination (Head Offices and Branches)
4. Medical Retainer onsite clinics Physician Nurses
4 3
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5. Total Amount for emergency medicines and clinic supplies
P207,796
6. Monthly Medical Specialists Consultation
1207
7. Monthly Health Advisories 12
8. Flu Vaccinations for employees & Dependents
465
9. Wellness Programs 512
Safety & Security Programs:
Training Program
Frequency
Participants
Bank Safety and Security Orientation for New Employees Orientation Program (NEOP) (Covers topics on Bank Emergency Preparedness and Response for fire, earthquake, bomb threat and robbery)
Twice a month
New EWB Employees
Security Customer Service Program Modules: 1. Bank Security Operations 2. EW Customer Service Standards 3. Emergency Preparedness & Response 4. ATM-related Fraud– Identification and Prevention
Annual per Security Guard per Security Agency
All agency-deployed Security Guards
Safety and Security Seminar for Service Managers
As scheduled
Service Managers
Safety and Security Division (SSD) Quarterly In-House/Field Training
As scheduled
Safety and Security Division / Operations Center Officers
Safety and Security Seminar - Store Officers Development Program (SODP)
Semi-annual
Store Officers
(c) State the company’s training and development programmes for its employees. Show the data.
EWB has various training programs such as Foundational Courses, Development Programs, Bank Development, Business Development, Governance, Risk and Compliance, Leadership and Personal Effectiveness. Please refer to Annex 5.
(d) State the company’s reward/compensation policy that accounts for the performance of the company beyond short-term financial measures The Bank’s Compensation programs will reflect the following beliefs and intentions:
We are in the service industry. As such we recognized that the key factor to succeed is to build and retain an employee corps that could compete effectively.
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Having the right people is the first and most important step in achieving the Bank’s vision of being a “world-class bank anchored on service excellence in our chosen markets”.
We will use compensation to attract and retain top performers, and provide base salary, incentives and rewards that direct behaviour & performance to achieve the Bank’s goals & strategies as well as build and sustain the Bank’s values and culture.
We will keep our competitive positioning at or near the 50th percentile of identified competitor banks for annual base salary and total cash compensation (base plus bonus or incentives). Total cash compensation above the 50th percentile may be attained for core employees who hold critical positions and exceed performance expectations.
The general level of the variable component (bonus) of the compensation will be correlated to the Bank’s performance. If the Bank achieves above average results, the bonus pool will correspondingly increase and possibly push the average total compensation higher than the 50th percentile level. In this way, the fortunes of the Bank and that of its workforce are tied tightly.
We will maintain a salary structure consistent with the aforementioned competitive positioning and at the same time ensures internal consistency whereby the salary is reflective of the employee’s duties and responsibilities; competencies relevant to the job, performance and contributions to the business. The salary structure shall specify ranges (minimum, midpoint, and maximum) which are set to correspond to each of the corporate ranks or levels in the bank’s job classification framework.
Similarly, we will provide a fringe benefits program that is competitive with the target market in terms of benefit mix and amounts. The program will complement our base compensation and pay incentives in attracting and retaining employees who meet or exceed performance standards.
The benefits program will be a mix of benefits that are mandated by law and those commonly given in the industry such as health and life insurances, employee loans, car benefits, retirement, etc. The specific benefit amounts shall be competitively positioned at median or average of the target market.
The Human Resources Group shall review and recommend changes to the compensation and benefits programs in order to maintain its competitiveness and responsiveness to the needs of the organization.
The Compensation Committee shall review and approve proposed changes in the compensation structure and benefits program of the Bank.
4) What are the company’s procedures for handling complaints by employees concerning illegal (including corruption)
and unethical behaviour? Explain how employees are protected from retaliation. Employees, directors, stakeholders, clients, service providers and other third parties are encouraged to report, in good faith, knowledge of any misconduct, irregularity or act detrimental to the interests of the Bank and its stakeholders.
The reporting party or otherwise referred to as the “whistleblower” has a choice of communication channels to report any knowledge of misconduct or irregularity. The report may be through the normal channel of reporting bank concerns which is through the direct supervisor/manager of the personnel or officer involved in the reportable behavior. However, if the reported misconduct or irregularity is not acted upon by the direct supervisor or in the judgment of the whistleblower, the direct supervisor is not in a position to address his report, the whistleblower may email his/her report to the Whistle Blowing Committee or call any of the following designated officers:
If the issue to be reported is serious and sensitive, the whistleblower may directly approach the President and CEO or the Chairman of the Board of Directors. A member of the Board of Directors reporting an activity under this policy may raise his concerns to the Chairman of the Audit Committee, Chairman of the Corporate Governance Committee or the Chairman of the Board of Directors.
The whistleblower may disclose his/her identity or opt to remain anonymous. However, sufficient information must be provided to aid in the investigation of the reported misconduct, irregularity or improper activity. The whistleblower should refrain from obtaining evidence for which he/she does not have right of access but his/her cooperation in the investigation, if needed, is expected.
Ample protection is accorded to a whistleblower which includes, among others: (i) Confidentiality of identity and of the information reported; (ii) Non-retaliation against the whistleblower; (iii) Protection and security of his/her person and his/her family; (iv) Transfer to another unit; and/or, (v) Reinstatement to the same or comparable position and back benefits and pay, if warranted by the circumstances.
On the other hand, any person implicated in the reported act is accorded the right to be informed of the act he/she is alleged to have committed, its penalties or consequences, the right to counsel of his own choice, the right to be heard and present evidence on his/her defense, and the right to be informed of the resolution of the investigation or action taken.
This policy sets forth a reporting process beyond the normal reporting line to provide an alternative venue for reporting any irregularity, misconduct or suspicious activities to the Management but this is without prejudice to established procedures of the Bank in handling disciplinary cases under its Code of Ethics and Discipline.
I. DISCLOSURE AND TRANSPARENCY 1) Ownership Structure
(a) Holding 5% shareholding or more
Shareholder Number of Shares Percent Beneficial Owner
Filinvest Development Corporation
451,354,890 30.09% ALG Holdings Corporation
Filinvest Development Corporation Forex Corporation
394,941,030 26.33% Filinvest Development Corporation
PCD Nominee Corporation -Foreign
160,948,069 10.73% Various stockholders/clients
PCD Nominee Corporation - Filipino
488,161,126 32.54% Various stockholders/clients
Name of Senior Management
Number of Direct shares Number of
Indirect shares / Through (name of record owner)
% of Capital Stock
Antonio C. Moncupa, Jr. 1,155,736 0.0770%
Jose Emmanuel U. Hilado 167,665 0.0112%
Gerardo Susmerano 425,372 0.0284%
Jacqueline S. Fernandez 31,637 0.0021%
Arturo L. Kimseng 39,879 0.0027%
Ernesto T. Uy 40,000 0.0027%
Ivy B. Uy 199,392 0.0133%
Renato K. De Borja, Jr. 99,964 0.0067%
Bernadette T. Ratcliffe 13,292 0.0009%
Renato P. Peralta 61,546 0.0041%
Grace N. Ang 53,171 15,000 0.0045%
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2) Does the Annual Report disclose the following:
Key risks Yes
Corporate objectives Yes
Financial performance indicators Yes
Non-financial performance indicators Yes
Dividend policy No
Details of whistle-blowing policy Yes
Biographical details (at least age, qualifications, date of first appointment, relevant experience, and any other directorships of listed companies) of directors/commissioners
Yes
Training and/or continuing education programme attended by each director/commissioner
Yes
Number of board of directors/commissioners meetings held during the year Yes
Attendance details of each director/commissioner in respect of meetings held Yes
Details of remuneration of the CEO and each member of the board of directors/commissioners
Yes
Should the Annual Report not disclose any of the above, please indicate the reason for the non-disclosure.
Dividend Policy – the Bank has yet to finalize its Dividend Policy. In prior years’ statement, the Bank has disclosed dividends attached to its Preferred Shares. Once the Dividend Policy on its common shares has been finalized, the same shall be included in the annual report.
3) External Auditor’s fee
Name of auditor Audit Fee Non-audit Fee
Sycip, Gorres, Velayo and Co. PHP 3,075,000 PHP 5,100,000
4) Medium of Communication
List down the mode/s of communication that the company is using for disseminating information. 1. Periodic submission of structured reports to the PSE and SEC 2. Immediate submission of unstructured reports to PSE and SEC in the event a material information occurs 3. Annual investor briefing participation locally and abroad 4. Accommodation of queries by various existing and potential investors through personal meetings, email, and
tele-conference 5. Press releases to leading newspapers in circulation pertaining to significant developments happening in the
Bank 6. Continuous update of the Bank’s website (www.eastwestbanker.com) for all of the above information
released to the public
5) Date of release of audited financial report: March 09, 2015
6) Company Website
Does the company have a website disclosing up-to-date information about the following?
Business operations Yes
Financial statements/reports (current and prior years) Yes
Materials provided in briefings to analysts and media Yes
Shareholding structure Yes
Group corporate structure Yes
Downloadable annual report Yes
Notice of AGM and/or EGM Yes
Company's constitution (company's by-laws, memorandum and articles of association)
Yes
Should any of the foregoing information be not disclosed, please indicate the reason thereto. Not applicable
7) Disclosure of RPT
The amounts and the balances arising from the foregoing significant related party transactions of the Group and of the Parent Company are as follows:
2015
Category
Amount/
Volume
Outstanding
Balance Terms and Conditions/Nature
Significant investors: Loans receivable P=− P=5,621,850 Loans granted with a term of seven years, interest of
4.50%, secured by REM and deposits, no
impairment Deposit liabilities − 1,671,459 Deposit liabilities with interest ranging from 0.50% to
1.00%
Accrued interest receivable − 62,760 Interest income accrued on outstanding loans receivable
Accrued expenses − 20,502 Payable for management and professional fees paid by
FDC (reimbursement for expenses) Guarantees and commitments − 150,097 Unused credit lines
Interest income 228,247 − Interest income on loans receivable
Interest expense 9,458 − Interest expense on deposit liabilities
Key management personnel: Loans receivable − 33,433 Loans granted with terms ranging from two to fifteen
years, interest ranging from 6.00% to 10.27%,
secured at 100% Deposit liabilities − 28,758 Deposit liabilities with interest ranging from 0.50% to
5.88%
Accrued interest receivable − 196 Interest income accrued on outstanding loans receivable
Interest income 3,149 − Interest income on loans receivable
Interest expense 147 − Interest expense on deposit liabilities
Other related parties:
Loans receivable − 4,834,271 Loans granted with terms ranging from three months to
thirteen and a half years, interest ranging from 4.0% to 11.52%, 97% secured by real estate and chattel
mortgage, no impairment
Receivables purchased − 519,481 Receivables purchased by the Parent Company from FLI
Financial assets at FVTPL − - No issuance of FLI debt securities held for trading by
the Parent Company for the year. Deposit liabilities − 9,580,469 Deposit liabilities with interest ranging from 0.50% to
6.0%
Accrued interest receivable − 7,779 Interest income accrued on outstanding loans receivable
Guarantees and commitments − 444,574 Unused credit lines
Accounts receivable 431,529 Receivable from FAI on the sale of land by the Parent Company, payable in 5 years, interest of 6.00% and
other related advances to EWAL that remained
outstanding for the year. (see Note 10) Gain on sale of land - − No sale of the Parent Company’s land to FAI for the
year.
Interest income 310,346 − Interest income on loans receivable and sale of land. Interest expense 23,625 − Interest expense on deposit liabilities
Service fee expense 1,946 − Service fees paid to FLI for account servicing
equivalent to 1.12% of loan amounts collected by FLI on behalf of the Parent Company (see Note 9)
Rent expense 43,178 − Rent expenses paid for lease transactions with other
related parties such as Filinvest Asia Corporation,
53
2015
Category
Amount/
Volume
Outstanding
Balance Terms and Conditions/Nature
FAI and FLI Investment in Joint Venture - 471,287 Equity Share of 50% in EWAL
The Group’s significant investors pertain to FDC, the immediate Parent Company of the Group, and FDC Forex Corporation (a company under common control of FDC). Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Group, directly or indirectly. The Group considers the members of the Management Committee to constitute key management personnel for purposes of PAS 24. The Group provides banking services to its key management personnel. Other related parties pertain to the Group’s affiliates (subsidiaries of FDC). The Group and the Parent Company had no outright purchases and outright sale of debt securities with significant shareholders and key management personnel in 2015 and 2014. In 2015, the Parent Company has no purchases of peso-denominated debt securities issued by Filinvest Land, Inc., an affiliate, as of December 31, 2015. No provision and allowance for loan losses was recognized by the Group for loans to significant investors, key management personnel and other related parties in 2015 and 2014. The Parent Company’s subsidiaries have no transactions with related parties outside of the Group. The transactions disclosed above are the same for the Group and the Parent Company. Parent Company Related Party Transactions Transactions between the Parent Company and its subsidiary (EWRB) meet the definition of related party transactions. In addition to the transactions discussed above, the following are the transactions between the Parent Company and its subsidiaries that are recognized in the Parent Company’s statements of financial position and statements of income and eliminated in the consolidated financial statements:
2015
Category
Amount/
Volume
Outstanding
Balance Terms and Conditions/ Nature
Subsidiaries:
Loans receivable P=36,437 Loan Accommodation granted with a term of seven
days. Receivables purchased 12,925,050 8,335,049 Receivables purchased by the Parent Company from
EWRB (see Note 9)
Accrued interest receivable − − Interest on receivables purchased from EWRB and loans granted to EWRB at 4.00% per annum
Accounts receivable − 1,100,957 Amount collected by EWRB from borrowers on behalf
of the Parent Company that remained unremitted by EWRB and other related expenses shouldered by the
Parent Company on behalf of EWRB and EWIB.
Deposit liabilities − 292,135 Deposit liabilities with interest rates of 0.05% to 6.0% Accounts payable − 64,907 Cash reloading transactions between EWRB and the
Parent Company
Interest income 8,044 − Interest income on outstanding loans receivable
Interest expense 366 − Interest expense on deposit liabilities by EWRB and
EWIB
Service fee expense 30,572 − Service fees paid to EWRB for account servicing equivalent to 0.37% of loan amounts collected by
EWRB in behalf of the Parent Company for the receivables purchased.
When RPTs are involved, what processes are in place to address them in the manner that will safeguard the interest of the company and in particular of its minority shareholders and other stakeholders?
54
In line with the Bank’s thrust to promote transparency, any Related Party transaction shall be on an arms-length basis and no favorable or special treatment shall be afforded to such related party unless the same treatment shall be accorded to all parties similarly interested in such dealing.
All Related Party Transactions shall be reviewed and vetted by the Corporate Governance and Compliance Committee, which serves as the Board’s Related Party Committee. This Committee is composed of 5 Board members, 3 of whom are independent directors. Furthermore, the Chief Compliance Officer and the Chief Audit Executive sit as non-voting members in the said committee whenever there are Related Party Transactions for vetting. Upon approval, the transactions shall be endorsed and presented to the Board for approval. All approved Related Party Transactions are reported to the Bangko Sentral ng Pilipinas in accordance with the regulatory reporting requirements.
J. RIGHTS OF STOCKHOLDERS
Except for pre-emptive right, the stockholders of the Bank possess all the rights of a stockholder under the Corporation Code of the Philippines, to wit:
1) Right to attend and vote in person or by proxy at stockholders’ meeting. 2) Right to elect and remove directors. 3) Right to approve certain corporate acts. 4) Right to adopt and amend or repeal the by-laws or adopt new by-laws. 5) Right to compel the calling of meetings when for any cause there is no authorized person to call such a
meeting. 6) Right to issuance of certificate or stocks or other evidence of stock ownership and be registered as a
stockholder. 7) Right to receive dividends when declared. 8) Right to participate in the distribution of corporate assets upon dissolution. 9) Right to transfer of stocks in the corporate books. 10) Right to inspect corporate books and records. 11) Right to be furnished the most recent financial statements upon request and to receive financial report of
the corporation’s operations. 12) Right to bring individual and representative or derivative suits. 13) Right to recover stock unlawfully sold for delinquency. 14) Right to enter into voting trust agreements. 15) Right to demand payment for the value of his shares and withdraw from the corporation in certain cases. 16) Right to have the corporation voluntarily dissolved.
1) Right to participate effectively in and vote in Annual/Special Stockholders’ Meetings
(a) Quorum
Give details on the quorum required to convene the Annual/Special Stockholders’ Meeting as set forth in its By-laws.
Quorum Required
As prescribed in the bylaws of the Bank, the registered owners of at least a majority of the outstanding capital stock present in person or by proxy shall constitute a quorum to do business except in those case whether the corporate Code provides a greater percentage vis-à-vis the total outstanding capital stock.
(b) System Used to Approve Corporate Acts
Explain the system used to approve corporate acts.
System Used There is no specific system used. The bank complies with all laws and
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Description regulations for the approval of corporate acts.
(c) Stockholders’ Rights
List any Stockholders’ Rights concerning Annual/Special Stockholders’ Meeting that differ from those laid down in the Corporation Code.
Stockholders’ Rights under The Corporation Code
Stockholders’ Rights not in The Corporation Code
None
Dividends
Declaration Date Record Date Payment Date
Not Applicable
(d) Stockholders’ Participation
1. State, if any, the measures adopted to promote stockholder participation in the Annual/Special Stockholders’ Meeting, including the procedure on how stockholders and other parties interested may communicate directly with the Chairman of the Board, individual directors or board committees. Include in the discussion the steps the Board has taken to solicit and understand the views of the stockholders as well as procedures for putting forward proposals at stockholders’ meetings.
Ensure the participation of the shareholders thru widespread dissemination of the notice of the shareholders’ meeting including the use of newspaper publication and the service to each of the shareholder of the bank thru modes allowed in the By-laws.
Encourage direct participation by providing relevant materials to the entire shareholder regardless o the number of their shares.
Have a Question and Answer period to be participated by stockholders during the ASM.
Measures Adopted Communication Procedure
2. State the company policy of asking shareholders to actively participate in corporate decisions regarding: a. Amendments to the company's constitution b. Authorization of additional shares c. Transfer of all or substantially all assets, which in effect results in the sale of the company
All proposals for amendment of the corporate charters, issuance of additional shares and transfer of assets are sent to all the shareholders of record in order that the same could be considered by the shareholders in a meeting called for that purpose. The Chair will explain the rationale and after, questions are entertained from the floor. The vote required to adopt proposal is based on the number of votes prescribed by law.
3. Does the company observe a minimum of 21 business days for giving out of notices to the AGM where items to be resolved by shareholders are taken up? Yes
a. Date of sending out notices: February 12, 2015 b. Date of the Annual/Special Stockholders’ Meeting: April 17, 2015
4. State, if any, questions and answers during the Annual/Special Stockholders’ Meeting. Refer to the attached minutes of the Annual Stockholder’s Meeting (Annex 10)
5. Result of Annual/Special Stockholders’ Meeting’s Resolutions
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Refer to the attached Minutes of the Annual Stockholders’ Meeting on April 17, 2015. (Please see Annex 10)
18. Date of publishing of the result of the votes taken during the most recent AGM for all resolutions: The Bank published the results of its Annual Stockholder’s Meeting the day after the Annual Stockholder’s meeting held on April 17, 2015.
(e) Modifications
State, if any, the modifications made in the Annual/Special Stockholders’ Meeting regulations during the most recent year and the reason for such modification:
Modifications Reason for Modification
None
(f) Stockholders’ Attendance
(i) Details of Attendance in the Annual/Special Stockholders’ Meeting Held:
Below is the attendance report provided by the bank’s stock transfer agent, Stock Transfer Service Inc for those stockholders who were attended in person or in proxy during the Annual Stockholder’s Meeting on April 17, 2015.
Type of Meeting
Names of Board members / Officers present
Date of Meeting Voting Procedure
(by poll, show of hands, etc.)
% of SH
Attending in
Person
% of SH in Proxy
Total % of SH attendance
Annual
1. Andrew Gotianun Sr. – NED/ Chairman Emeritus 2. Mercedes T. Gotianun – NED 3. L. Josephine T. Gotianun Yap – NED / Chairman of the Compensation Committee 4. Jonathan T. Gotianun – NED/ Chairman 5. Antonio C. Moncupa Jr. – ED/ President and CEO 6. Jose S. Sandejas – NED/ Chairman of Risk Management Committee 7. Carlos R. Alindada – NED/ Chairman of Audit Committee
April 17, 2015
Voting by show of hands
.0 77.96 77.96
57
Type of Meeting
Names of Board members / Officers present
Date of Meeting Voting Procedure
(by poll, show of hands, etc.)
% of SH
Attending in
Person
% of SH in Proxy
Total % of SH attendance
8. Paul Aquino – NED/ Chairman of Corporate Governance and Compliance Committee 9. Benedicto M. Valerio Jr. – NED / Corporate Secretary
(ii) Does the company appoint an independent party (inspectors) to count and/or validate the votes at the ASM/SSMs?
Yes.
(iii) Do the company’s common shares carry one vote for one share? If not, disclose and give reasons for any divergence to this standard. Where the company has more than one class of shares, describe the voting rights attached to each class of shares.
Yes, one vote for one share.
(g) Proxy Voting Policies
State the policies followed by the company regarding proxy voting in the Annual/Special Stockholders’ Meeting.
Company’s Policies
Execution and acceptance of proxies Form for proxy are sent to the stockholders of record as part of ASM with instructions on how to accomplish it, including the instruction of the shareholder on how to vote on specific matters in the agenda.
Notary Proxies are required to be notarized.
Submission of Proxy Proxies may be submitted to the office of the corporate secretary or to the office designated in the principal office of the Bank.
Several Proxies Proxy may cover one or several shares at the option of the shareholder.
Validity of Proxy Valid only for a specific meeting.
Proxies executed abroad Uniform rules for proxies executed in the Philippines and abroad.
Invalidated Proxy Shareholders of invalidated proxies are informed in writing at a date which would give them sufficient time to address noted deficiencies before the ASM.
Validation of Proxy Cut-off date for validation of the proxy is indicated in the notice of meeting. Validation is done by the Corp Sec assisted by the stock and transfer agent.
Violation of Proxy Proxies are voted strictly in accordance with its term.
(h) Sending of Notices
State the company’s policies and procedure on the sending of notices of Annual/Special Stockholders’ Meeting.
58
Policies Procedure
Notices may be sent by registered mail, personal service or by publication.
Notice of ASM is published in a newspaper of general circulation. ASM kit, together with the notice, is also sent to all stockholders of record as of a pre-determined record date.
(i) Definitive Information Statements and Management Report
Number of Stockholders entitled to receive Definitive Information Statements and Management Report and Other Materials
All
Date of Actual Distribution of Definitive Information Statement and Management Report and Other Materials held by market participants/certain beneficial owners
21 days before scheduled meeting.
Date of Actual Distribution of Definitive Information Statement and Management Report and Other Materials held by stockholders
21 days before scheduled meeting.
State whether CD format or hard copies were distributed
The CD format was distributed at initial distribution and the hard copies at actual stockholders’ meeting.
If yes, indicate whether requesting stockholders were provided hard copies
Yes
(j) Does the Notice of Annual/Special Stockholders’ Meeting include the following:
Each resolution to be taken up deals with only one item. Yes
Profiles of directors (at least age, qualification, date of first appointment, experience, and directorships in other listed companies) nominated for election/re-election.
Yes
The auditors to be appointed or re-appointed. Yes
An explanation of the dividend policy, if any dividend is to be declared. Yes
The amount payable for final dividends. Not applicable
Documents required for proxy vote. Yes
Should any of the foregoing information be not disclosed, please indicate the reason thereto.
2) Treatment of Minority Stockholders
(a) State the company’s policies with respect to the treatment of minority stockholders.
Policies Implementation
No discrimination. All queries during the stockholders meeting are entertained regardless of the number of the shares the shareholder has in the Bank. No preference is given to any of the stockholders by virtue of the number of the shares that they hold.
Observance of right. The rights of a shareholder under its by-laws and the law are respected by the Bank.
59
(b) Do minority stockholders have a right to nominate candidates for board of directors?
Yes. Minority shareholders have the right to nominate and elect the members of the board of directors which is impliedly expressed in the rights of the shareholders prescribed in the Corporation Code of the Philippines.
K. INVESTORS RELATIONS PROGRAM
1) Discuss the company’s external and internal communications policies and how frequently they are reviewed. Disclose who reviews and approves major company announcements. Identify the committee with this responsibility, if it has been assigned to a committee.
The Bank’s communication frameworks are centralized through the following units:
a. Strategic Management Department (SMD)
SMD is responsible for the investor relations framework of the Bank. Thus, all structured public disclosure and announcement of material information shall be coursed through SMD. Likewise, all external announcements, i.e. press releases, newspaper ads, etc. that will be released by any of the Bank’s units shall be coursed through SMD for clearance. SMD reviews and ensures the accuracy of all financial and non-financial external announcements prior to providing clearance. Likewise, if the announcement is material in nature, SMD shall ensure that it is properly disclosed to the PSE or SEC prior to release to the press or to external parties. SMD is also responsible in informing all Bank Directors and Principal Officers of the blackout trading period prior to the disclosure of material information.
b. Bank Marketing and Corporate Communications (BMCC)
BMCC is responsible for the release of all external and internal communication to ensure that these comply with the Bank’s communication standards. The approval process would depend on the nature of the announcement, such as: - Product specific announcements (e.g. advertisements, promotions, branch opening, etc.) shall be
endorsed by the project owner and approved by the head of the unit in charge of the product. The approval of the unit head signifies that the information to be released is accurate and has gone through the necessary approval process set forth by the Bank.
- Bank-wide related announcements (e.g. financial performance, branding, etc.) shall be endorsed by the project owner and approved by the President / CEO.
- SMD shall be informed by BMCC prior to release of announcement to ensure that there is no material information to be disclosed. SMD ensures that the public is informed ahead, through appropriate PSE / SEC disclosures, prior to BMCC’s release of the announcement through the press or to other external party.
2) Describe the company’s investor relations program including its communications strategy to promote effective
communication with its stockholders, other stakeholders and the public in general. Disclose the contact details (e.g. telephone, fax and email) of the officer responsible for investor relations.
Details
(1) Objectives The objective of EastWest’s Investor Relations (IR) framework is to ensure that the investing public is fully informed at all times of significant developments and material information pertaining to the Bank, and no investor shall be disadvantaged by lack of access to these information.
(2) Principles The IR principle pertain to the strict adherence on the timely, accurate and credible reporting of all corporate information, business performance, and any material information of the Bank based on the disclosure standards set by the Philippine Stock Exchange (PSE) and the Securities and Exchange
60
Commission (SEC). As a listed company, IR is a critical function of EastWest Bank (EW) in order to ensure that all our clients and investors have access to the same level of information. Likewise, it is important that all officers and employees of EW provide same standard of information to the public to establish credibility to the public on the way we do business. All these are envisaged contribute to achieving fair valuation of our listed shares.
(3) Modes of Communications The following are the modes of communication used in the Investor Relations framework:
a. Periodic submission of structured reports to the PSE and SEC
b. Immediate submission of unstructured reports to PSE and SEC in the event a material information occurs
c. Annual investor briefing participation locally and abroad
d. Accommodation of queries by various existing and potential investors through personal meetings, email, and tele-conference
e. Press releases to leading newspapers in circulation pertaining to significant developments happening in the Bank
f. Continuous update of the Bank’s website (www.eastwestbanker.com) for all of the above information released to the public
(4) Investors Relations Officer The Bank’s Investor Relations is under Strategic Management Department with the following contact information: Address: 5th Fl., The Beaufort, 5th Avenue corner 23rd Street, Bonifacio Global City, Taguig City, Philippines Email: [email protected] Website: http://www.eastwestbanker.com/info/ir_main.asp The following are the official contact persons under EW Investor Relations: Aerol Paul B. Banal Corporate Planning Officer [email protected] Tel. No. (631) 5753888 loc. 3586 Fax No. (632) 5753888 loc. 3623 The following are the other Corporate Information Officers of EW, as submitted to the Philippine Stock Exchange (PSE): Atty. Benedicto M. Valerio, Jr. Corporate Secretary [email protected] Tel. No. (632) 5753871 Fax No. (632) 8150619 / (632) 8184147 Rene K. De Borja, Jr. Chief Finance Officer [email protected]
3) What are the company’s rules and procedures governing the acquisition of corporate control in the capital
markets, and extraordinary transactions such as mergers, and sales of substantial portions of corporate assets? Name of the independent party the board of directors of the company appointed to evaluate the fairness of the transaction price. Once a target company is identified, a memorandum of understanding (MOU) or a letter of intent (including nondisclosure agreement) will be executed prior to commencing preliminary transactions among parties to the acquisition. The Management will then create a Due Diligence Team. At the outset, the Due Diligence Team will have to agree on the scope of the examination/investigation (i.e. Corporate, financial, legal, etc.). Should the Bank decide to continue with the merger and acquisitions (M&A) after due diligence investigations, the legal documentations (i.e. Deed of Assignment, Articles and Plan of Merger) will be drafted. All proposed M&A transactions are presented to the Board for approval. If the transaction received majority vote consent from the boards of directors, such M&A transaction must be approved by the shareholders. The shareholders of all of the involved companies shall be given a notice. This notice should also inform them as to the purpose of the meeting and include a summary of the plan for the M&A. An affirmative vote of stockholders representing at least two-thirds of the outstanding capital stock of the Bank is needed to approve the plan. After approval, any amendment to the plan for the M&A must similarly be approved by a majority vote from the board of directors and an affirmative vote from stockholders representing at least two thirds of the Bank’s outstanding capital stock. Bank acquisition, mergers and consolidations are subject to the approval of the Bangko Sentral ng Pilipinas (BSP). The Bank should consult with the BSP prior to the finalization of any M&A transaction. The price/exchange ratio to be applied in the M&A shall be determined by the Board in consultation with a reputable independent auditor.
L. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
Discuss any initiative undertaken or proposed to be undertaken by the company.
Initiative Beneficiary
The Bank is in the process of drafting a CSR charter. Employees, Community, Regulators, Customers and Shareholders
M. BOARD, DIRECTOR, COMMITTEE AND CEO APPRAISAL
Disclose the process followed and used in assessing the annual performance of the board and its committees, individual director, and the CEO/President.
Process Criteria
Board of Directors A self-assessment form is accomplished by the members of the Board at the start of the year to assess its performance and effectiveness as a body, the various committees, the CEO/President and the Individual Directors. The over-
Criteria used in the self-assessment are in accordance with the SEC Memorandum Circular No. 6, Series of 2009 (Revised Code of Corporate Governance) and Subsection X141.3 (Power/Duties and Responsibilities of Directors)
Board Committees
Individual Directors
CEO/President
62
all result of the annual self-assessment is presented to the Board through the Corporate Governance and Compliance Committee (CGCC).
of the Manual of Regulations for Banks (MORB). Each guide question is rated from 1-10, with 10 being the highest (the lowest being not observed and the highest being largely observed).
N. INTERNAL BREACHES AND SANCTIONS
Discuss the internal policies on sanctions imposed for any violation or breach of the corporate governance manual involving directors, officers, management and employees
Violations Sanctions
First violation Reprimand
Second violation Suspension from office. The duration of the suspension shall depend on the gravity of the violation.
Third violation Maximum penalty of removal from office shall be imposed.
Internal Audit Manual
PM IAD – 2013-
Title of Manual
Internal Audit Manual
Policy Expert
Internal Audit Issue Date
Page No.
1 of 3
SECTION DOCUMENT
1000 AUTHORITY, ORGANIZATION AND PROFESSIONAL STANDARDS
1100 AUTHORITY
1102 APPROVED INTERNAL AUDIT CHARTER
A. VISION
To provide excellent service in the performance of our audit functions and consulting activities in the spirit of partnership with objectivity and fairness in accordance with the highest professional and ethical standards. We will be a support unit that provides value-added audit to assist in the achievement of the bank’s goals and performance objectives. To continually improve our auditing programs and strive towards achieving world class auditing practices. We will support the pursuit of professional advancement, sharing of knowledge, best practices and experiences with our colleagues. To assist the bank in instilling a culture of an effective risk management, control, and governance processes.
B. MISSION
The mission of Internal Audit is to provide independent, objective assurance and consulting
services designed to add value and improve the Bank’s operations. It helps the organization accomplish its objectives by bringing a systematic, disciplined approach to evaluate and improve the effectiveness of risk management, control, and governance processes.
C. SCOPE OF WORK
The scope of work of Internal Audit is to determine whether the Bank’s systems of risk management, control, and governance processes are adequate and functioning in a manner to ensure:
Risks are identified and managed.
Quality and continuous improvement are upheld in the Bank’s control process.
Significant financial, managerial, and operating information is accurate, reliable, and timely.
Employees comply with policies, standards, procedures, and applicable laws and regulations.
Resources are acquired economically, used efficiently, and protected adequately.
Programs, plans, and objectives are achieved.
Interaction with the various working committees occurs as needed.
Significant regulatory issues affecting the Bank are recognized and addressed appropriately.
Opportunities for improving management control, profitability, and the organization’s image may be identified during audits. They will be communicated to the appropriate level of management.
D. ACCOUNTABILITY
The Chief Audit Executive, in the discharge of his/her duties, shall be accountable to management and the Audit Committee to:
Issue an annual report summarizing results of audit activities including significant risk exposures and control issues.
Report significant issues related to the processes for controlling the activities of the Bank, including potential improvements to those processes, and provide information concerning such issues.
Periodically provide information on the status and results of the annual audit plan and the sufficiency of division’s resources.
E. INDEPENDENCE
To provide for the independence of Internal Audit, its personnel report to the Internal Auditor, who reports functionally to the Audit Committee and administratively to the Chief Executive Officer in a manner outlined in the above section on Accountability.
Internal Audit is entirely independent of all other organizational units of the Bank as well as of the personnel and work audited. It should not implement nor develop procedures, prepare records or engage in other activities, which it normally reviews or appraise.
Internal Audit review and appraisal should not in any way relieve other persons in the organization of the responsibilities assigned to them. In accepting proposed consulting engagements, Internal Audit shall consider the engagement’s potential to improve management of risks, add value, and improve the organization’s operations. The acceptance of consulting engagement shall have prior approval from the Audit Committee and endorsed by Chief Audit Executive. When performing consulting services, the Internal Auditor should maintain objectivity and not assume management responsibility.
F. RESPONSIBILITY The Internal Auditor and staff of the Internal Audit have responsibility to:
Develop a flexible annual audit plan using a risk-based methodology, including any risks or control concerns identified by management, and submit that plan to the Audit Committee for review and approval as well as periodic updates.
Implement the annual audit plan, as approved, including as appropriate any special tasks or projects requested by management and the Audit Committee.
Maintain a professional audit staff with sufficient knowledge, skills, experience, and professional certifications to meet the requirement of this Charter.
Conduct investigation of significant suspected fraudulent activities within the organization and notify management and the Audit Committee of the results. Gather and analyze relevant facts. Identify control weaknesses. Recommend appropriate control improvements and further course of action.
SECTION DOCUMENT
1000 AUTHORITY, ORGANIZATION AND PROFESSIONAL STANDARDS
1100 AUTHORITY
1102 APPROVED INTERNAL AUDIT CHARTER
Consider the scope of work of the external auditors and regulators for the purpose of providing optimal audit coverage to the organization at a reasonable overall cost.
Coordinate issues with other control and monitoring functions such as Risk Management, Compliance, Security, Legal, Automated System, Systems and Methods and external audit, as appropriate.
Establish relationship with external auditors and supervisory authorities to facilitate effective communication.
G. AUTHORITY
The Internal Auditor and staff of the Internal Audit are authorized to:
Access all functions, information, documents, property, systems and personnel There is no need to pre-clear with the auditee’s officer to answer queries or present
files or documents for examination of the auditor. Audit may at all times conduct a search of the Bank’s premises and facilities.
Access the reports, working papers or results of work of other auditors and experts engaged by the Bank.
Review agreement between the Bank and any service provider before or post effect. Carry out such audit work as is considered necessary regarding the outsourced function.
Have full and free access to the Audit Committee.
Allocate resources, set priorities/frequencies, select subjects, determine scopes of work, and apply the techniques required to accomplish audit objectives.
Obtain the necessary assistance of personnel in units of the organization where they perform audits, as well as other specialized services from within or outside the Bank.
Give final rating to the unit or function audited based on its assessment and in accordance with its audit rating system.
With the endorsement of the CAE and approval of the Audit Committee, engage the services of appropriately-selected external service provider in any audit activity/ies to support or complement Internal Audit. The decision to outsource must be guided by the needs or demands of the Bank and in accordance with regulatory requirements and industry standards.
H. STANDARDS OF AUDIT PRACTICE
Internal Audit adheres to the standards of best professional practice, such as those published by the Institute of Internal Auditors and the Information Systems Audit and Control Association, and the relevant reports, recommendations and pronouncements of the Bangko Sentral and other regulatory bodies.
SECTION DOCUMENT
1000 AUTHORITY, ORGANIZATION AND PROFESSIONAL STANDARDS
1100 AUTHORITY
1102 APPROVED INTERNAL AUDIT CHARTER
AUDIT COMMITTEE CHARTER
A . Purpose
To assist the board of directors in fulfilling its oversight responsibilities:
- for the financial reporting process,
- the system of internal control, and
- the bank's process for monitoring compliance with laws and regulations and the code of conduct.
To provide reasonable assurance to the board on the overall management of credit, market, liquidity, operational, legal and other risks of the bank.
B. Power and Authority
The audit committee has authority to conduct or authorize investigations into any matters within its scope of responsibility. It is empowered to:
Appoint, compensate, and oversee the work of any registered public accounting firm employed by the organization.
Oversee the resolution of disagreement between management and the external auditors, in the event they arise.
Pre-approve all auditing and permitted non-audit services.
Retain and compensate independent counsel, consultants and other experts and advisors (accounting, financial or otherwise) and also may use the services of the corporation’s regular counsel or other advisors to the bank. The bank will provide appropriate funding, as determined by the committee, for payment of compensation to the independent auditor for the purpose of preparing or issuing an audit report or performing other audit, review or attest services, for payment of compensation to any experts or advisors retained by the committee and for payment of ordinary administrative expenses of the committee.
Seek any information it requires from employees (all of whom are directed to cooperate with the committee's request) or external parties.
Meet with the company officers, external auditors, or outside counsel, as necessary.
The powers and responsibilities delegated to the committee may be exercised in any manner the committee deems appropriate (including delegation to subcommittees) and without any requirement for board approval except as otherwise specified in this charter or the board’s delegation. Any decision by the committee, including any decision to exercise or refrain from exercising any of its delegated powers, is at the committee’s sole discretion. While acting within the scope of the powers and responsibilities delegated to it, the committee may exercise all the powers and authority of the board and, to the fullest extent permitted by law, has the authority to determine which matters are within the scope of its delegated authority.
C. Membership
The Board of Directors shall determine the number of Audit Committee members in accordance with SEC and BSP regulations. The committee shall consists of members of the board of directors, at least two (2) of whom shall be independent directors, including the chairperson. The committee’s members, including its chair, preferably with accounting, auditing or related financial management expertise or experience, are appointed by the board upon the recommendation of the board’s Corporate Governance Committee. The board, upon such recommendation, also may
appoint one or more additional members of the board as alternate members of the committee to replace any absent member at any committee meeting.
D. Meetings
The Audit Committee shall meet at least four times annually, or more frequently as circumstances dictate. To the extent practicable, each of the Audit Committee members shall attend each of the regularly scheduled meetings in person.
A majority of the Audit Committee members currently holding office constitutes a quorum for the transaction of business. The Audit Committee shall take action by the affirmative vote of a majority of the Audit Committee members present at a duly held meeting.
The Audit Committee shall meet periodically in separate executive sessions with management (including the chief executive officer, chief operating officer and chief finance officer), the internal auditors and the independent auditor, and have such other direct and independent interaction with such persons from time to time as the members of the Audit Committee deem appropriate.
The Audit Committee may request any officer or employee of the bank or the bank's outside counsel or independent auditor to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee.
E. Responsibilities The committee will carry out the following responsibilities.
1. Financial reporting, including disclosures
Monitor the financial reporting process and its quarterly output;
Oversee the establishment of accounting policies and practices by the bank and review the significant qualitative aspects of the bank’s accounting practices, including accounting estimates and financial disclosures
Monitor the integrity of the bank’s financial statements and any formal announcements relating to the bank’s financial performance;
Review significant financial reporting judgments contained in the financial statements;
Review with management and the external auditors, recent accounting, tax and regulatory pronouncements , and understand their impact on the financial statements
Discuss with the external auditor the report that the auditor is required to make to the committee regarding: - All accounting policies and practices to be used that the independent auditor
identifies as critical. - All alternative treatments within generally accepted accounting principles for policies
and practices related to material items that have been discussed among management and the independent auditor, including the ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the auditor.
- Other material written communications between the independent auditor and management of the bank, such as any management letter, management representation letter, reports on observations and recommendations on internal controls, independent auditor’s engagement and independence letters, schedule of unadjusted audit differences and any listing of adjustments and reclassifications not recorded.
Review and discuss with management and the external auditor the annual audited financial statements, including the bank's specific disclosures made in management's discussion and analysis, and recommend to the Board whether the audited financial statements should be included in the bank's Annual Report.
Review with management and the independent auditor: (1) major issues regarding accounting principles and financial statement presentation, including any significant
changes in the bank's selection or application of accounting principles; and (2) major issues as to the adequacy of the bank's internal controls and any special audit steps adopted in light of material control deficiencies and the adequacy of disclosures about changes in internal control over financial reporting; and (3) the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the financial statements of the bank.
Discuss with management the bank's major risk exposures and the steps management has taken to monitor and control such exposures including the bank's risk assessment and risk management policies.
Review disclosures made to the Audit Committee by the bank's CEO and CFO about any significant deficiencies in the design or operations of internal controls or material weaknesses therein and any fraud involving management or other employees who have a significant role in the bank's internal controls.
Review procedures by which bank employees and other concerned parties may confidentially raise concerns or complaints about possible improprieties in matters of financial reporting.
2. Internal Control
Ensure that senior management establishes and maintains an adequate and effective internal control system and processes. The system and processes should be designed to provide assurance in areas including reporting (financial, operational. Risk), monitoring compliance to laws, regulations and internal policies, efficiency and effectiveness of operations and safeguarding of assets.
Consider the effectiveness of the bank's internal control system, including information technology security and control.
Understand the scope of internal and external auditors' review of internal control over financial reporting, and obtain reports on significant findings and recommendation.
3. Internal Audit
Monitor and review the effectiveness of the internal audit function, including compliance with the Institute of Internal Auditors' Standards for the Professional Practice of Internal Auditing.
Review and approve the charter, plans, activities, staffing, budget and organizational structure of the internal audit function annually.
Report to the board of directors on the status of accomplishments of the outsourced internal audit activities, including significant findings noted during the conduct of the internal audit;
Review significant findings contained in reports prepared by the internal audit together with management’s response and follow-up for corrective action.
Ensure that the internal audit function maintains open communication with senior management, external auditors, the supervisory authority, and the audit committee.
Ensure there are no unjustified restrictions or limitations in the performance of the internal audit function.
On a regular basis, meet separately with the chief executive to discuss any matters that the committee or internal audit believes warrant audit committee attention that should be discussed privately.
Review all reports concerning significant fraud or regulatory noncompliance that occurred at the bank considering internal controls that should be strengthened to reduce the risk of a similar event in the future;
Assess and report to the board the annual performance appraisal of the Chief Audit Executive (CAE);
Approve, or recommend to the board for its approval, the annual remuneration of the Chief Audit Executive (CAE) and personnel of internal audit function;
Review and approve the appointment, reappointment and replacement of the Chief Audit Executive (CAE) and key internal auditors.
4. External Audit
Approve a set of appropriate objective criteria for approving the external audit firm of the bank;
Approve, or recommend to the board or stockholders for their approval, the appointment, re-appointment and removal of external audit firm;
Approve the remuneration and terms of engagement of the external audit firm;
Review the independent auditors audit plan – discuss scope, staffing, reliance upon management and the internal audit, general audit approach, and coverage provided to any significant areas of concern that the Committee may have.
Ensure that senior management is taking necessary corrective actions to address the findings and recommendations of external auditors and regulatory authority in a timely manner.
Review and confirm the independence of the external auditors on relationships by obtaining statements from the auditors on the relationships between the auditors and the bank, including non-audit services, and discussing the relationships with the auditors.
Prior to publishing the year-end earnings, discuss the results of the audit with the external auditors.
On an annual basis, the audit committee should review and discuss with the external auditors all significant relationships they have with the bank that could impair the auditors’ independence.
On a regular basis, meet separately with the external auditors to discuss any matters that the committee or auditors believe should be discussed privately.
5. Compliance
On at least an annual basis, review with the bank’s counsel, any legal/regulatory matters that could have a significant impact on the bank’s financial statements, compliance with applicable laws and regulations, and inquiries received from regulators or governmental agencies.
6. Remedial Actions
Ensure the senior management is taking necessary corrective actions to address the findings and recommendations of internal auditors and external auditors in a timely manner.
Addressing control weaknesses, non-compliance with policies, laws and regulations and other problems identified by internal auditors and external auditors, and;
Ensuring the deficiencies identified by supervisory authorities related to the internal audit function are remedied within appropriate time frame and that progress of necessary corrective actions are reported to the board of directors.
F. Reporting Responsibilities
Regularly report to the board of directors about committee activities, issues, and related recommendations.
Provide an open avenue of communication between internal audit, the external auditors, and the board of directors.
Report annually to the shareholders, describing the committee’s composition, responsibilities and how they were discharged, and any other information required by rule, including approval of non-audit services.
Review any other reports the company issues that relate to committee responsibilities.
G. Other Responsibilities
Perform other activities related to this charter as requested by the board of directors.
Institute and oversee special investigations as needed.
Monitor results of internal audit activities provided to EastWest Rural Bank (EWRB) through quarterly reports on completion of internal audit plan and significant audit exceptions.
Maintain minutes of meetings and periodically report to the Board of Directors on significant results of the foregoing activities.
Review and assess the adequacy of the committee charter annually, requesting board approval for proposed changes, and ensure appropriate disclosure as may be required by law or regulation.
Confirm annually that all responsibilities outlined in this charter have been carried out.
Evaluate the committee's and individual members' performance on a regular basis.
H. Functional Support
The Internal Audit of EastWest Bank shall ensure and provide functional support to the Audit Committee in the rendition of its function.
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CORPORATE GOVERNANCE AND COMPLIANCE COMMITTEE CHARTER
I. OBJECTIVE
The Corporate Governance and Compliance Committee shall assist the Board of Directors (BOD) in fulfilling its corporate governance responsibilities and in providing oversight in the implementation of the Bank's Compliance system, including the Bank’s Money Laundering and Terrorist Financing Prevention Program (MLPP). It shall review and evaluate the qualifications of all persons nominated to the Board as well as those nominated to other positions requiring appointment by the Board of Directors.
II. MEMBERSHIP
The Corporate Governance and Compliance Committee shall be composed of the Chairman of the Board and at least three (3) members of the Board of Directors, two (2) of whom shall be independent directors.
III. DUTIES AND RESPONSIBILITIES
On Corporate Governance:
1. It shall be responsible for ensuring the Board's effectiveness and due observance of corporate governance principles and guidelines.
2. It shall make recommendations to the Board regarding the continuing education of directors, assignment to Board Committees and succession plan for the Board members and senior officers.
3. It shall decide whether or not a Director is able to and has been adequately carrying out his/her duties as director bearing in mind the director's contribution and performance (e.g. competence, candor, attendance, preparedness and participation).
4. It shall adopt internal guidelines that address the competing time commitments that are faced when directors serve on multiple boards.
5. It shall decide the manner by which the Board's performance may be evaluated and propose an objective performance criteria approved by the Board. Such performance indicators shall address how the Board has enhanced long term shareholders' value.
6. It shall oversee the periodic performance evaluation of the Board and its committees and executive management; and shall also conduct an annual self-evaluation of its performance in accordance with the criteria provided in the 2009 SEC Code of Corporate Governance.
Revised: MARCH 2014 Contains EWB Confidential Information Page 2 of 2
7. It shall oversee the accomplishment of a scorecard on the scope, nature and extent of the actions taken to meet the objectives of the 2009 SEC Code of Corporate Governance which the commission may require annually.
8. It shall review and assess the adequacy of this Charter, the Corporate Governance Manual and recommend changes for the approval of the Board at least annually.
On Compliance:
1. It shall oversee the implementation of the Bank's Compliance Program and ensure that compliance issues are resolved expeditiously.
2. It shall endorse the appointment of a Compliance Officer to the Board of Directors with a rank of at least Vice President and who a) directly reports to the Chairman of the Board and b) be responsible for coordinating, monitoring and facilitating compliance with applicable laws, rules and regulations.
3. It shall vest the Compliance Officer and the Compliance Department with the appropriate authority and provide the necessary support and resources.
4. It shall assist the Board members in making an informed assessment as to whether the Bank is managing its compliance risk effectively.
5. It shall ensure the regular review and updating, at least annually, of the Compliance Program to incorporate changes in laws and regulations for approval by the Board.
6. It shall have oversight on the Bank’s compliance with the anti-money laundering and terrorist financing prevention laws, rules and regulations.
7. It shall ensure the proper and efficient implementation of the MLPP, which includes implementation of the KYC policies and procedures, AML related record retention policies, electronic system of capturing covered and suspicious transactions and AML training program;
8. It shall review and vet all Related Party transactions and Personal Dealings in accordance with the Bank’s policies and procedures.
IV. MEMBERS' DUTIES AND RESPONSIBILITIES
The individual members of the Committee shall have and accordingly observe the specific duties and responsibilities of a director contained in the Manual of Regulations for Banks Subsection X141.3d and Article 3G of the 2009 SEC Code of Corporate Governance.
V. MEETINGS The Corporate Governance and Compliance Committee shall meet bi-monthly/once every 2 months or whenever necessary to discuss, agree and prepare reports on its recommendations. The Committee Secretary shall develop the agenda for each meeting and send out notice at least three (3) days before the meeting date. He shall likewise prepare/distribute minutes of the meetings and make other regular reports to the Board, as needed.
TRUST COMMITTEE CHARTER
A. Objective
The Trust Committee shall assist the Board of Directors (BOD) in fulfilling its
responsibilities to oversee the proper management and administration of trust and
other fiduciary business.
B. Composition of the Trust Committee
1. The Trust Committee (TrustCom) shall be composed of at least five (5) members, to
include the following:
The President
The Trust Officer
At least three (3) Directors appointed by the Board on a regular rotation basis
2. The members of the TrustCom shall be designated as follows:
Director - Chairman of the Committee
President - Member
Trust Officer - Member
Director - Member
Director - Member
3. The TrustCom Chairman shall be appointed by the Board and shall remain as
Chairman until such time the Board appoints another Director to chair the
TrustCom.
4. Members of the TrustCom shall, in addition to meeting the qualification standards
prescribed for directors and officers of financial institutions, possess the necessary
technical expertise in trust and fiduciary business (MORB, Subsections
X406.3/4406Q.3). The Trust Officer, on the other hand, shall have at least two (2)
years of actual experience or training in trust operations (MORB, Subsection 1406.3)
5. Except for the President/CEO, a Director who is also an officer of the Bank shall not
be qualified to be a member of the TrustCom. In case, however, that the TrustCom
shall be composed of more than five (5) members, the appointment therein of an
operating officer may be allowed only if required balance in the membership of at
least (3) members of the Board for every operating officer shall be maintained.
6. In lieu of or in addition to the three Directors, the Board may appoint “independent
professionals” to the Trust Committee subject to confirmation by the Monetary
Board, provided that such independent professionals meet the prescribed minimum
requirements (MORB Subsections X406.3/4406Q.3).
C. Meetings
1. The TrustCom shall meet at least once every quarter (or three months), or more
frequently as circumstances may warrant. Members may participate via electronic
mail, teleconference or videoconference.
2. A simple majority shall constitute a quorum for the TrustCom, provided the
Chairman or his designated alternate, shall always be present. An officer of the
Trust Division, other than the Trust Officer, shall act as Secretary of TrustCom and
shall record the minutes of the meeting.
3. The Committee Secretary shall develop and prepare the agenda for each meeting
and notice will be sent out at least three (3) days before the meeting date.
4. The Committee Secretary shall prepare the Minutes of the meetings and shall
subsequently summarize and present them to the Board of Directors for approval
/notation.
5. The Committee Secretary shall ensure that copies of the Minutes of the TrustCom as
well as all recommendations /proposals approved by the TrustCom are duly filed and
kept within the premises of the office and shall be made available at any time upon
request by any one of the TrustCom members, the Bank’s Compliance Officer, Audit
Division or by any regulatory body.
D. Responsibilities and Administration
The Trust Committee, duly constituted and authorized by the Board, shall act within
the sphere of authority as provided in the Bank’s By-Laws and/or as may be delegated
by the Board. It shall undertake such responsibilities, but not limited to the following:
1. Acceptance and closing of trust and other fiduciary accounts
2. Initial review of assets placed under the trustee’s fiduciary custody
3. Investment, re-investment and disposition of funds or property
4. Review and approval of transactions between trust and/or fiduciary accounts, and
5. Review of trust and other fiduciary accounts at least once every twelve (12) months
to determine the advisability of retaining or disposing of the trust or fiduciary assets
and/or whether the account is being managed in accordance with the instrument
creating the trust or other fiduciary relationship.
6. The TrustCom shall also preside over the proper conduct of the trust’s business,
reviewing on a periodic basis, business development initiatives as:
Staffing and delineation of responsibility / accountability
Proactive development and implementation of strategies for cultivating of
revenue streams and cost management
Application and monitoring of the proper performance benchmarks.
SEC Form 17-IS
December 2003 62
ANNEX E – AUDITED FINANCIAL STATEMENTS
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On July 11, 2012, the Parent Company acquired 83.17% voting shares of FinMan Rural Bank, Inc.(FRBI) for P=34.10 million. FRBI’s primary purpose is to accumulate deposit and grant loans tovarious individuals and small-scale corporate entities as well as government and privateemployees (see Note 7). In 2012, the Parent Company acquired additional shares of FRBI from itsunissued capital stock amounting to P=20.00 million, thereby increasing its ownership to 91.58% asof December 31, 2012. On May 21, 2013, FRBI changed its name to East West Rural Bank, Inc.(EWRB). In 2013, the Parent Company’s deposit for future stock subscription to EWRBamounting to P=120.00 million was applied to the 46,000,000 common shares issued by EWRB tothe Parent Company. In addition, the Parent Company contributed additional capital amounting toP=340.00 million and acquired the remaining non-controlling interest amounting to P=6.90 million,thereby increasing its ownership to 100.00% as of December 31, 2013. The Parent Company’sinvestment in EWRB amounted to P=521.00 million as of December 31, 2015 and 2014.
In May 2013, GBI and EWRB entered into an asset purchase agreement with assumption ofliabilities (the Purchase and Assumption Agreement) for the transfer of certain assets andliabilities of GBI to EWRB. The transfer of the assets and liabilities took effect onOctober 31, 2013 after the receipt of the required approvals from the regulators. The transfer ofthe assets and liabilities of GBI to EWRB was part of the Parent Company’s plan to combine therural banking business of its two subsidiaries into a single entity. After the transfer, EWRB willcontinue the rural banking business of GBI and the remaining assets and liabilities of GBI will bemerged to the Parent Company, with the latter as the surviving entity. On July 31, 2014, GBI wasmerged to the Parent Company (see Note 7). The merger of the Parent Company and GBI willenable the Parent Company to achieve branding leverage and economy in management andoperations.
On May 18, 2015, the BSP approved the Parent Company’s initial equity investment amounting toP=30.00 million in East West Insurance Brokerage, Inc. (EWIB), a proposed wholly-ownedinsurance brokerage insurance company of the Parent Company. On July 6, 2015, EWIB wasregistered with the SEC.
Investment in a Joint VentureOn May 28, 2015, the Parent Company and Ageas Insurance International N.V. (Ageas) enteredinto a joint venture agreement to form East West Ageas Life Insurance Corporation (EWAL) foran ownership interest of 75.00% less one share and 25.00% plus one share, respectively. EWALshall be engaged primarily in the life insurance business. As of December 31, 2015, thestockholders are in the process of satisfying the conditions of the joint venture agreement afterwhich the Parent Company shall transfer an additional 25.00% of the issued shares of EWAL toAgeas. This will result in a shareholder structure of 50.00% less one share and 50.00% plus oneshare for the Parent Company and Ageas, respectively.
On September 21, 2015, the BSP approved the Parent Company’s initial equity investmentamounting to P=500.00 million in EWAL. Subsequently, on October 20, 2015, the SEC approvedthe registration of EWAL. On December 22, 2015, EWAL obtained from the InsuranceCommission a license to operate a life insurance business. As at December 31, 2015, EWAL hasnot yet started commercial operations, pending approval of the Insurance Commission on the lifeinsurance products.
EWAL’s registered office is at One World Place, 32nd Street, Bonifacio Global City, Taguig City.
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The accompanying financial statements of the Group and of the Parent Company were approvedand authorized for issue by the Parent Company’s Board of Directors (the Board or BOD) onFebruary 24, 2016.
2. Summary of Significant Accounting Policies
Basis of PresentationThe accompanying financial statements have been prepared on a historical cost basis except forfinancial assets at fair value through profit or loss (FVTPL), financial assets at fair value throughother comprehensive income (FVTOCI) and derivative financial instruments that have beenmeasured at fair value. The financial statements are presented in Philippine peso and all valuesare rounded to the nearest thousand except when otherwise indicated.
The financial statements of the Parent Company include the accounts maintained in the RegularBanking Unit (RBU) and Foreign Currency Deposit Unit (FCDU). The functional currency of theRBU and the FCDU is the Philippine peso and United States dollar (USD), respectively. Forfinancial reporting purposes, FCDU accounts and foreign currency-denominated accounts in theRBU are translated into their equivalents in Philippine peso, which is the Parent Company’spresentation currency (see accounting policy on Foreign Currency Transactions and Translation).The financial statements individually prepared for these units are combined after eliminatinginter-unit accounts.
Each entity in the Group determines its own functional currency and items included in thefinancial statements of each entity are measured using that functional currency. The functionalcurrency of both subsidiaries is the Philippine peso.
Statement of ComplianceThe accompanying financial statements have been prepared in compliance with PhilippineFinancial Reporting Standards (PFRS).
Presentation of Financial StatementsThe Group presents its statement of financial position broadly in order of liquidity. An analysisregarding recovery or settlement within 12 months after the statement of financial position date(current) and more than 12 months after the statement of financial position date (non-current) ispresented in Note 20.
Basis of ConsolidationThe Subsidiaries are fully consolidated from the date of acquisition, being the date on which theParent Company obtains control and continue to be consolidated until the date when controlceases. The financial statements of the subsidiaries are prepared for the same reporting period asthe Parent Company using consistent accounting policies.
All significant intra-group balances, transactions, income and expenses and profits and lossesresulting from intra-group transactions are eliminated in the consolidation.
Subsidiaries are fully consolidated from the date on which control is transferred to the ParentCompany. Control is achieved where the Parent Company is exposed, or has rights, to variablereturn from its involvement with an entity and has the ability to affect those returns through itspower over the entity. The Parent Company has power over the entity when it has existing rightsthat give it the current ability to direct relevant activities (i.e., activities that signicantly affect theentity’s returns). Consolidation of subsidiaries ceases when control is transferred out of the Parent
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Company. The results of subsidiaries acquired or disposed of during the period are included in theconsolidated statement of income from the date of acquisition or up to the date of disposal, asappropriate.
Non-Controlling InterestNon-controlling interest represents the portion of profit or loss and net assets not owned, directlyor indirectly, by the Parent Company.
Non-controlling interests are presented separately in the consolidated statement of income,consolidated statement of comprehensive income, and within equity in the consolidated statementof financial position, separately from equity attributable to the equity holders of the ParentCompany. Any losses applicable to the non-controlling interests are allocated against the interestsof the non-controlling interest even if this results in the non-controlling interest having a deficitbalance. Acquisitions of non-controlling interests that does not result in a loss of control areaccounted for as equity transaction, whereby the difference between the consideration and the fairvalue of the share of net assets acquired is recognized as an equity transaction and attributed to theowners of the Parent Company.
Changes in Accounting Policies and DisclosuresThe accounting policies adopted are consistent with those of the previous financial year except forthe adoption of the following new and amended standards and interpretations, which becameeffective beginning January 1, 2015. Unless otherwise indicated, adoption of these new andamended standards and interpretations did not have material impact to the Group.
Amendments to PAS 19, Defined Benefit Plans: Employee ContributionsPAS 19 requires an entity to consider contributions from employees or third parties whenaccounting for defined benefit plans. Where the contributions are linked to service, they should beattributed to periods of service as a negative benefit. These amendments clarify that, if the amountof the contributions is independent of the number of years of service, an entity is permitted torecognize such contributions as a reduction in the service cost in the period in which the service isrendered, instead of allocating the contributions to the periods of service.
Annual Improvements to PFRSs (2010-2012 Cycle)The Group has applied these amendments for the first time in these consolidated financialstatements. Unless otherwise stated, these amendments have no impact on the Group’sconsolidated financial statements. They include:
· PFRS 2, Share-based Payment - Definition of Vesting ConditionThis improvement is applied prospectively and clarifies various issues relating to thedefinitions of performance and service conditions which are vesting conditions, including:· A performance condition must contain a service condition· A performance target must be met while the counterparty is rendering service· A performance target may relate to the operations or activities of an entity, or to those of
another entity in the same group· A performance condition may be a market or non-market condition· If the counterparty, regardless of the reason, ceases to provide service during the vesting
period, the service condition is not satisfied.
· PFRS 3, Business Combinations - Accounting for Contingent Consideration in a BusinessCombinationThe amendment is applied prospectively for business combinations for which the acquisition
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date is on or after July 1, 2014. It clarifies that a contingent consideration that is not classifiedas equity is subsequently measured at fair value through profit or loss whether or not it fallswithin the scope of PAS 39, Financial Instruments: Recognition and Measurement(or PFRS 9, Financial Instruments, if early adopted).
· PFRS 8, Operating Segments - Aggregation of Operating Segments and Reconciliation of theTotal of the Reportable Segments’ Assets to the Entity’s Assets
The amendments are applied retrospectively and clarify that:
· An entity must disclose the judgments made by management in applying the aggregationcriteria in the standard, including a brief description of operating segments that have beenaggregated and the economic characteristics (e.g., sales and gross margins) used to assesswhether the segments are ‘similar’.
· The reconciliation of segment assets to total assets is only required to be disclosed if thereconciliation is reported to the chief operating decision maker, similar to the requireddisclosure for segment liabilities.
· PAS 16, Property, Plant and Equipment, and PAS 38, Intangible Assets - Revaluation Method- Proportionate Restatement of Accumulated Depreciation and AmortizationThe amendment is applied retrospectively and clarifies in PAS 16 and PAS 38 that the assetmay be revalued by reference to the observable data on either the gross or the net carryingamount. In addition, the accumulated depreciation or amortization is the difference betweenthe gross and carrying amounts of the asset.
· PAS 24, Related Party Disclosures - Key Management PersonnelThe amendment is applied retrospectively and clarifies that a management entity, which is anentity that provides key management personnel services, is a related party subject to therelated party disclosures. In addition, an entity that uses a management entity is required todisclose the expenses incurred for management services.
Annual Improvements to PFRSs (2011-2013 Cycle)The Group has applied these amendments for the first time in these consolidated financialstatements. Unless otherwise stated, these amendments have no impact on the Group’sconsolidated financial statements. They include:
· PFRS 3, Business Combinations - Scope Exceptions for Joint Arrangements
The amendment is applied prospectively and clarifies the following regarding the scopeexceptions within PFRS 3:
· Joint arrangements, not just joint ventures, are outside the scope of PFRS 3.· This scope exception applies only to the accounting in the financial statements of the joint
arrangement itself.
· PFRS 13, Fair Value Measurement - Portfolio ExceptionThe amendment is applied prospectively and clarifies that the portfolio exception in PFRS 13can be applied not only to financial assets and financial liabilities, but also to other contractswithin the scope of PAS 39 or PFRS 9.
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· PAS 40, Investment PropertyThe description of ancillary services in PAS 40 differentiates between the investment propertyand owner-occupied property (i.e., property, plant and equipment). The amendment is appliedprospectively and clarifies that PFRS 3, and not the description of ancillary services inPAS 40, is used to determine if the transaction is the purchase of an asset or businesscombination. The description of ancillary services in PAS 40 only differentiates betweeninvestment property and owner-occupied property (i.e., property, plant and equipment).
Investment Entities (Amendments to PFRS 10, Consolidated Financial Statements, PFRS 12,Disclosure of Interests in Other Entities, and PAS 27, Separate Financial Statements)These amendments provide an exception to the consolidation requirement for entities that meet thedefinition of an investment entity under PFRS 10. The exception to consolidation requiresinvestment entities to account for subsidiaries at fair value through profit or loss. Theamendments must be applied retrospectively, subject to certain transition relief.
PAS 32, Financial Instruments: Presentation - Offsetting Financial Assets and FinancialLiabilities (Amendments)These amendments clarify the meaning of ‘currently has a legally enforceable right to set-off’ andthe criteria for non-simultaneous settlement mechanisms of clearing houses to qualify foroffsetting and are applied retrospectively.
PAS 36, Impairment of Assets - Recoverable Amount Disclosures for Non-Financial Assets(Amendments)These amendments remove the unintended consequences of PFRS 13, Fair Value Measurement,on the disclosures required under PAS 36. In addition, these amendments require disclosure of therecoverable amounts for assets or cash-generating units (CGUs) for which impairment loss hasbeen recognized or reversed during the period.
Philippine Interpretation IFRIC 21, Levies (IFRIC 21)IFRIC 21 clarifies that an entity recognizes a liability for a levy when the activity that triggerspayment, as identified by the relevant legislation, occurs. For a levy that is triggered uponreaching a minimum threshold, the interpretation clarifies that no liability should be anticipatedbefore the specified minimum threshold is reached. Retrospective application is required forIFRIC 21.
Annual Improvements to PFRSs (2010-2012 cycle)In the 2010-2012 annual improvements cycle, seven amendments to six standards were issued,which included an amendment to PFRS 13, Fair Value Measurement. The amendment toPFRS 13 is effective immediately and it clarifies that short-term receivables and payables with nostated interest rates can be measured at invoice amounts when the effect of discounting isimmaterial.
Cash and Cash EquivalentsFor purposes of reporting cash flows, cash and cash equivalents include cash and other cash items(COCI), amounts due from BSP and other banks, and interbank loans and receivable (IBLR) withoriginal maturities of three months or less from dates of placements and that are subject toinsignificant risks of changes in value.
Foreign Currency Transactions and TranslationTransactions and balancesFor financial reporting purposes, the foreign currency-denominated monetary assets and liabilitiesin the RBU are translated in Philippine peso based on the Philippine Dealing System (PDS)
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closing rate prevailing at the statement of financial position date and foreign currency-denominated income and expenses, at the prevailing exchange rate at the date of transaction.Foreign exchange differences arising from revaluation and translation of foreign currency-denominated assets and liabilities of the RBU are credited to or charged against operations in theperiod in which the rates change.
Non-monetary items that are measured in terms of historical cost are translated using the exchangerates as at the dates of the initial transactions. Non-monetary items measured at fair value in aforeign currency are translated using the exchange rates at the date when the fair value wasdetermined.
FCDUAs at the reporting date, the assets and liabilities of the FCDU of the Parent Company aretranslated into the Parent Company’s presentation currency (the PHP) at PDS closing rateprevailing at the statement of financial position date, and their income and expenses are translatedat PDS weighted average rate (PDSWAR) for the year. Exchange differences arising ontranslation are taken to the statement of comprehensive income under Cumulative translationadjustment. Upon actual remittance of FCDU profits to RBU, the deferred cumulative amountrecognized in the statement of comprehensive income is recognized in the statement of income.
Fair Value MeasurementThe Group measures certain financial instruments such as financial assets at FVTPL, financialassets at FVTOCI and derivative financial instruments, at fair value at each statement of financialposition date. Also, fair values of financial instruments carried at amortized cost and investmentproperties carried at cost are measured for disclosure purposes.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in anorderly transaction between market participants at the measurement date. The fair valuemeasurement is based on the presumption that the transaction to sell the asset or transfer theliability takes place either:· In the principal market for the asset or liability, or· In the absence of a principal market, in the most advantageous market for the asset or liability.The principal or the most advantageous market must be accessible to the Group.
The fair value of an asset or a liability is measured using the assumptions that market participantswould use when pricing the asset or liability, assuming that market participants act in theireconomic best interest.
A fair value measurement of a non-financial asset takes into account a market participant's abilityto generate economic benefits by using the asset in its highest and best use or by selling it toanother market participant that would use the asset in its highest and best use.
The Group uses valuation techniques that are appropriate in the circumstances and for whichsufficient data are available to measure fair value, maximizing the use of relevant observableinputs and minimizing the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the financial statementsare categorized within the fair value hierarchy, described as follows, based on the lowest levelinput that is significant to the fair value measurement as a whole:
Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities.Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value
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measurement is directly or indirectly observable.Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value
measurement is unobservable.
For assets and liabilities that are recognized in the financial statements on a recurring basis, theGroup determines whether transfers have occurred between Levels in the hierarchy by re-assessing categorization (based on the lowest level input that is significant to the fair valuemeasurement as a whole) at the end of each reporting period.
External appraisers are involved for valuation of significant non-financial assets, such asinvestment properties. Selection criteria include market knowledge, reputation, independence andwhether professional standards are maintained.
For the purpose of fair value disclosures, the Group has determined classes of assets and liabilitieson the basis of the nature, characteristics and risks of the asset or liability and the level of the fairvalue hierarchy (see Note 5).
Financial Instruments - Initial Recognition and Subsequent MeasurementDate of recognitionThe Group recognizes financial instruments when, and only when, the Group becomes a party tothe contractual terms of the financial instruments.
Purchases or sales of financial assets that require delivery of assets within the time frameestablished by regulation or convention in the marketplace are recognized on the settlement date,the date that an asset is delivered to or by the Group. Settlement date accounting refers to (a) therecognition of an asset on the day it is received by the Group, and (b) the derecognition of an assetand recognition of any gain or loss on disposal on the day that it is delivered by the Group.Securities transactions and related commission income and expense are recorded also on asettlement date basis. Deposits, amounts due to banks and customers, and loans and receivablesare recognized when cash is received by the Group or advanced to the borrowers.
Derivatives are recognized on trade date - the date that the Group becomes a party to thecontractual provisions of the instrument. Trade date accounting refers to (a) the recognition of anasset to be received and the liability to pay for it on the trade date, and (b) derecognition of anasset that is sold, recognition of any gain or loss on disposal and the recognition of a receivablefrom the buyer for payment on the trade date.
‘Day 1’ differenceWhere the transaction price in a non-active market is different from the fair value from otherobservable current market transactions in the same instrument or based on a valuation techniquewhose variables include only data from observable market, the Group recognizes the differencebetween the transaction price and fair value (a ‘Day 1’ difference) in the statement of income. Incases where transaction price used is made of data which is not observable, the difference betweenthe transaction price and model value is only recognized in the statement of income when theinputs become observable or when the instrument is derecognized. For each transaction, theGroup determines the appropriate method of recognizing the ‘Day 1’ difference amount.
Classification, Reclassification and Measurement of Financial Assets and Financial LiabilitiesFor purposes of classifying financial assets, an instrument is an investment in an ‘equityinstrument’ if it is non-derivative and meets the definition of ‘equity’ for the issuer (under PAS 32,Financial Instruments: Presentation). All other non-derivative financial instruments areinvestments in ‘debt instruments’.
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Financial assets at amortized costFinancial assets are measured at amortized cost if both of the following conditions are met:
· the asset is held within the Group’s business model whose objective is to hold assets in orderto collect contractual cash flows; and
· the contractual terms of the instrument give rise on specified dates to cash flows that are solelypayments of principal and interest on the principal amount outstanding.
Financial assets meeting these criteria are measured initially at fair value plus transaction costs.They are subsequently measured at amortized cost using the effective interest method less anyimpairment in value, with the interest calculated recognized as Interest income in the statement ofincome. The Group classified Cash and other cash items, Due from BSP, Due from other banks,IBLR, Investment securities at amortized cost and Loans and receivables as financial assets atamortized cost.
The Group may irrevocably elect at initial recognition to classify a financial asset that meets theamortized cost criteria above as at FVTPL if that designation eliminates or significantly reducesan accounting mismatch had the financial asset been measured at amortized cost. As ofDecember 31, 2015 and 2014, the Group has not made such designation.
Financial assets at FVTOCIAt initial recognition, the Group can make an irrevocable election (on an instrument-by-instrumentbasis) to designate equity investments as at FVTOCI. Designation at FVTOCI is not permitted ifthe equity investment is held for trading.
A financial asset is held for trading if:
· it has been acquired principally for the purpose of selling it in the near term; or· on initial recognition it is part of a portfolio of identified financial instruments that the Group
manages together and has evidence of a recent actual pattern of short-term profit-taking; or· it is a derivative that is not designated and effective as a hedging instrument or a financial
guarantee.
Financial assets at FVTOCI are initially measured at fair value plus transaction costs.Subsequently, they are measured at fair value, with no deduction for sale or disposal costs. Gainsand losses arising from changes in fair value are recognized in other comprehensive income andaccumulated in Net unrealized gain (loss) on financial assets at FVTOCI in the statement offinancial position. When the asset is disposed of, the cumulative gain or loss previouslyrecognized in Net unrealized gain (loss) on financial assets at FVTOCI is not reclassified to profitor loss, but is reclassified directly to Surplus.
The Group has designated certain equity instruments that are not held for trading as at FVTOCI oninitial application of PFRS 9 (see Note 8).
Dividends earned on holding these equity instruments are recognized in the statement of incomewhen the Group’s right to receive the dividends is established in accordance with PAS 18,Revenue, unless the dividends clearly represent recovery of a part of the cost of the investment.Dividends earned are recognized in the statement of income under Miscellaneous income.
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Financial assets at FVTPLDebt instruments that do not meet the amortized cost criteria, or that meet the criteria but theGroup has chosen to designate as at FVTPL at initial recognition, are measured at fair valuethrough profit or loss.
Equity investments are classified as at FVTPL, unless the Group designates an investment that isnot held for trading as at FVTOCI at initial recognition.
The Group’s financial assets at FVTPL include government securities, private bonds and equitysecurities held for trading purposes.
Financial assets at FVTPL are carried at fair value, and fair value gains and losses on theseinstruments are recognized as Trading and securities gain in the statement of income. Interestearned on these investments is reported in the statement of income under Interest income whiledividend income is reported in the statement of income under Miscellaneous income when theright of payment has been established. Quoted market prices, when available, are used todetermine the fair value of these financial instruments. If quoted market prices are not available,their fair values are estimated based on inputs provided by the BSP, Bureau of Treasury andinvestment bankers. For all other financial instruments not listed in an active market, the fairvalue is determined by using appropriate valuation techniques.
The fair value of financial assets denominated in a foreign currency is determined in that foreigncurrency and translated at the PDS closing rate at the statement of financial position date. Theforeign exchange component forms part of its fair value gain or loss. For financial assetsclassified as at FVTPL, the foreign exchange component is recognized in the statement of income.For financial assets designated as at FVTOCI, any foreign exchange component is recognized inother comprehensive income. For foreign currency denominated debt instruments classified atamortized cost, the foreign exchange gains and losses are determined based on the amortized costof the asset and are recognized in the statement of income.
Reclassification of financial assetsThe Group can reclassify financial assets if the objective of its business model for managing thosefinancial assets changes. The Group is required to reclassify the following financial assets:
· from amortized cost to FVTPL if the objective of the business model changes so that theamortized cost criteria are no longer met; and
· from FVTPL to amortized cost if the objective of the business model changes so that theamortized cost criteria start to be met and the instrument’s contractual cash flows meet theamortized cost criteria.
Reclassification of financial assets designated as at FVTPL at initial recognition is not permitted.
A change in the objective of the Group's business model must be effected before thereclassification date. The reclassification date is the beginning of the next reporting periodfollowing the change in the business model.
Financial liabilities at FVTPLFinancial liabilities are classified as at FVTPL when the financial liability is either held for tradingor is designated as at FVTPL.A financial liability is held for trading if:· it has been incurred principally for the purpose of repurchasing it in the near term; or
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· on initial recognition it is part of a portfolio of identified financial instruments that the Groupmanages together and has evidence of a recent actual pattern of short-term profit-taking; or
· it is a derivative that is not designated and effective as a hedging instrument or a financialguarantee.
Management may designate a financial liability at FVTPL upon initial recognition when thefollowing criteria are met, and designation is determined on an instrument by instrument basis:
· The designation eliminates or significantly reduces the inconsistent treatment that wouldotherwise arise from measuring the liabilities or recognizing gains or losses on them on adifferent basis; or
· The liabilities are part of a group of financial liabilities which are managed and theirperformance evaluated on a fair value basis, in accordance with a documented riskmanagement or investment strategy; or
· The financial instrument contains an embedded derivative, unless the embedded derivativedoes not significantly modify the cash flows or it is clear, with little or no analysis, that itwould not be separately recorded.
Financial liabilities at amortized costFinancial liabilities are measured at amortized cost using the effective interest method, except for:
a. financial liabilities at fair value through profit or loss which are measured at fair value; andb. financial liabilities that arise when a transfer of a financial asset does not qualify for
derecognition or when the continuing involvement approach applies.
Issued financial instruments or their components, which are not designated at FVTPL, areclassified as financial liabilities at amortized cost under Deposit liabilities, Bills and acceptancespayable or other appropriate financial liability accounts, where the substance of the contractualarrangement results in the Group having an obligation either to deliver cash or another financialasset to the holder, or to satisfy the obligation other than by the exchange of a fixed amount ofcash or another financial asset for a fixed number of own equity shares. The components of issuedfinancial instruments that contain both liability and equity elements are accounted for separately,with the equity component being assigned the residual amount after deducting from the instrumentas a whole the amount separately determined as the fair value of the liability component on thedate of issue.
After initial measurement, bills payable and similar financial liabilities not qualified as and notdesignated as FVTPL, are subsequently measured at amortized cost using the effective interestmethod. Amortized cost is calculated by taking into account any discount or premium on theissuance and fees that are an integral part of the effective interest rate (EIR).
Impairment of Financial AssetsThe Group assesses at each statement of financial position date whether there is objectiveevidence that a financial asset or group of financial assets is impaired. A financial asset or a groupof financial assets is deemed to be impaired if, and only if, there is objective evidence ofimpairment as a result of one or more events that has occurred after the initial recognition of theasset (an incurred ‘loss event’) and that loss event (or events) has an impact on the estimatedfuture cash flows of the financial asset or the group of financial assets that can be reliablyestimated. Evidence of impairment may include indications that the borrower or a group ofborrowers is experiencing significant financial difficulty, default or delinquency in interest orprincipal payments, the probability that they will enter bankruptcy or other financial
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reorganization and where observable data indicate that there is measurable decrease in theestimated future cash flows, such as changes in arrears or economic conditions that correlate withdefaults.
For financial assets classified and measured at amortized cost such as loans and receivables, duefrom other banks and investment securities at amortized cost, the Group first assesses whetherobjective evidence of impairment exists individually for financial assets that are individuallysignificant, or collectively for financial assets that are not individually significant. Forindividually assessed financial assets, the amount of the loss is measured as the difference betweenthe asset’s carrying amount and the present value of the estimated future cash flows (excludingfuture credit losses that have not been incurred). The present value of the estimated future cashflows is discounted at the financial asset’s original effective interest rate. If a loan has a variableinterest rate, the discount rate for measuring any impairment loss is the current effective interestrate, adjusted for the original credit risk premium. The calculation of the present value of theestimated future cash flows of a collateralized financial asset reflects the cash flows that mayresult from foreclosure less costs for obtaining and selling the collateral, whether or notforeclosure is probable.
Financial assets that are individually assessed for impairment and for which an impairment loss is,or continues to be, recognized are not included in a collective assessment for impairment. Thecarrying amount of the asset is reduced through use of an allowance account and the amount ofloss is charged to Provision for impairment and credit losses in the statement of income. Interestincome continues to be recognized based on the original effective interest rate of the asset. Loans,together with the associated allowance accounts, are written off when there is no realistic prospectof future recovery and all collateral has been realized. If, in a subsequent year, the amount of theestimated impairment loss decreases because of an event occurring after the impairment wasrecognized, the previously recognized impairment loss is reduced by adjusting the allowanceaccount. If a write-off is later recovered, except for credit card receivables, any amounts formerlycharged are credited to the Provision for impairment and credit losses in the statement of income.For credit card receivables, if a write-off is later recovered, any amounts previously charged toProvision for impairment and credit losses are credited to Miscellaneous income in the statementof income.
If the Group determines that no objective evidence of impairment exists for individually assessedfinancial asset, whether significant or not, it includes the asset in a group of financial assets withsimilar credit risk characteristics and collectively assesses for impairment. Those characteristicsare relevant to the estimation of future cash flows for groups of such assets by being indicative ofthe debtors’ ability to pay all amounts due according to the contractual terms of the assets beingevaluated.
For the purpose of a collective evaluation of impairment, financial assets are grouped on the basisof credit risk characteristics such as industry, collateral type, past-due status and term. Future cashflows in a group of financial assets that are collectively evaluated for impairment are estimated onthe basis of historical loss experience for assets with similar credit risk characteristics. Historicalloss experience is adjusted on the basis of current observable data to reflect the effects of currentconditions that did not affect the period on which the historical loss experience is based and toremove the effects of conditions in the historical period that do not exist currently. Estimates ofchanges in future cash flows reflect, and are directionally consistent with changes in relatedobservable data from period to period (such as changes in property prices, payment status, or otherfactors that are indicative of incurred losses of the Group and their magnitude). The methodologyand assumptions used for estimating future cash flows are reviewed regularly by the Group toreduce any differences between loss estimates and actual loss experience.
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For consumer loans, the Group is using net flow rate methodology for collective impairment(see Note 4).
Restructured loansLoan restructuring may involve extending the payment arrangements and the agreement of newloan conditions. Once the terms have been renegotiated, the loan is no longer considered past due.Management continuously reviews restructured loans to ensure that all criteria are met and thatfuture payments are likely to occur. The loans continue to be subjected to an individual orcollective impairment assessment, calculated using the loan’s original effective interest rate. Thedifference between the recorded value of the original loan and the present value of the restructuredcash flows, discounted at the original effective interest rate, is recognized in Provision forimpairment and credit losses in the statement of income.
Derecognition of Financial Assets and Financial LiabilitiesFinancial assetsA financial asset (or, where applicable a part of a financial asset or part of a group of financialassets) is derecognized when:
· the rights to receive cash flows from the asset have expired;· the Group retains the right to receive cash flows from the asset, but has assumed an obligation
to pay them in full without material delay to a third party under a ‘pass-through’ arrangement;or
· the Group has transferred its rights to receive cash flows from the asset and either (a) hastransferred substantially all the risks and rewards of the asset, or (b) has neither transferred norretained the risk and rewards of the asset but has transferred the control of the asset.
Where the Group has transferred its rights to receive cash flows from an asset or has entered into apass-through arrangement, and has neither transferred nor retained substantially all the risks andrewards of the asset nor transferred control over the asset, the asset is recognized to the extent ofthe Group’s continuing involvement in the asset. Continuing involvement that takes the form of aguarantee over the transferred asset is measured at the lower of original carrying amount of theasset and the maximum amount of consideration that the Group could be required to repay.
Financial liabilitiesA financial liability is derecognized when the obligation under the liability is discharged,cancelled or has expired. Where an existing financial liability is replaced by another from thesame lender on substantially different terms, or the terms of an existing liability are substantiallymodified, such an exchange or modification is treated as a derecognition of the original liabilityand the recognition of a new liability, and the difference in the respective carrying amounts isrecognized in the statement of income.
Repurchase and reverse repurchase agreementsSecurities sold under agreements to repurchase at a specified future date (‘repos’) are notderecognized from the statement of financial position. The corresponding cash received,including accrued interest, is recognized in the statement of financial position as a loan to theGroup, reflecting the economic substance of such transaction.
Offsetting Financial InstrumentsFinancial assets and financial liabilities are offset and the net amount reported in the statement offinancial position if, and only if, there is a currently enforceable legal right to offset the recognizedamounts and there is an intention to settle on a net basis, or to realize the asset and settle theliability simultaneously. This is not generally the case with master netting agreements, where therelated assets and liabilities are presented gross in the statement of financial position.
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Property and EquipmentLand is stated at cost less any impairment in value and depreciable properties including buildings,leasehold improvements and furniture, fixtures and equipment are stated at cost less accumulateddepreciation and amortization, and any impairment in value.
The initial cost of property and equipment consists of its purchase price, including import duties,taxes and any directly attributable costs of bringing the assets to their working condition andlocation for their intended use. Expenditures incurred after the property and equipment have beenput into operation, such as repairs and maintenance are normally charged against operations in theyear in which the costs are incurred. In situations where it can be clearly demonstrated that theexpenditures have resulted in an increase in the future economic benefits expected to be obtainedfrom the use of an item of property and equipment beyond its originally assessed standard ofperformance, the expenditures are capitalized as additional cost of the assets. When assets areretired or otherwise disposed of, the cost and the related accumulated depreciation andamortization and any accumulated impairment in value are removed from the accounts and anyresulting gain or loss is credited to or charged against current operations.
Depreciation and amortization are computed using the straight-line method over the followingestimated useful lives (EUL) of the property and equipment.
YearsBuildings 30-40Furniture, fixtures and equipment 3-5
The cost of the leasehold improvements is amortized over the shorter of the covering lease term orthe EUL of the improvements of 10 years.
The estimated useful life and the depreciation and amortization method are reviewed periodicallyto ensure that the period and the method of depreciation and amortization are consistent with theexpected pattern of economic benefits from items of property and equipment.
Investment PropertiesInvestment properties are measured initially at cost, including transaction costs. An investmentproperty acquired through an exchange transaction is measured at the fair value of the assetacquired unless the fair value of such an asset cannot be measured in which case the investmentproperty acquired is measured at the carrying amount of the asset given up. Foreclosed propertiesare recorded as Investment properties upon: (a) entry of judgment in case of judicial foreclosure;(b) execution of the Sheriff’s Certificate of Sale in case of extra-judicial foreclosure; or(c) notarization of the Deed of Dacion in case of dation in payment (dacion en pago). Subsequentto initial recognition, depreciable investment properties are carried at cost less accumulateddepreciation and any impairment in value.
Investment properties are derecognized when they have either been disposed of or when theinvestment properties are permanently withdrawn from use and no future benefit is expected fromtheir disposal. Any gains or losses on the retirement or disposal of investment properties arerecognized in the statement of income under Gain on sale of assets in the year of retirement ordisposal.
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Expenditures incurred after the investment properties have been put into operations, such asrepairs and maintenance costs, are normally charged to income in the period in which the costs areincurred.
Depreciation is calculated on a straight-line basis using the remaining useful lives from the time ofacquisition of the investment properties but not to exceed 10 years for both buildings andcondominium units.
Foreclosed properties of land or building are classified under investment properties fromforeclosure date. Other foreclosed properties which do not qualify as land or building areclassified as other repossessed assets included in Other assets in the statement of financialposition.
Transfers are made to investment properties when, and only when, there is a change in useevidenced by ending of owner occupation, commencement of an operating lease to another partyor ending of construction or development. Transfers are made from investment properties when,and only when, there is a change in use evidenced by commencement of owner occupation orcommencement of development with a view to sale.
Business CombinationsBusiness combinations are accounted for using the acquisition method. The cost of an acquisitionis measured as the aggregate of the consideration transferred, measured at acquisition date fairvalue and the amount of any non-controlling interest in the acquiree. For each businesscombination, the acquirer elects whether to measure the non-controlling interest in the acquiree atfair value or at the proportionate share of the acquiree’s identifiable net assets. Acquisition-relatedcosts incurred are expensed in the statement of income.
When the Group acquires a business, it assesses the financial assets and liabilities assumed forappropriate classification and designation in accordance with the contractual terms, economiccircumstances and pertinent conditions as at the acquisition date. This includes the separation ofembedded derivatives in host contracts by the acquiree. If the business combination is achieved instages, the acquisition date fair value of the acquirer’s previously held equity interest in theacquiree is remeasured to fair value at the acquisition date through profit or loss.
Any contingent consideration to be transferred by the acquirer will be recognized at fair value atthe acquisition date. Subsequent changes to the fair value of the contingent consideration, whichis deemed to be an asset or liability, will be recognized in accordance with PFRS 9 either in profitor loss or as a change to other comprehensive income. If the contingent consideration is classifiedas equity, it should not be remeasured until it is finally settled within equity.
Goodwill is initially measured at cost being the excess of the aggregate of the considerationtransferred and the amount recognized for non-controlling interest over the net identifiable assetsacquired and liabilities assumed. If this consideration is lower than the fair value of the net assetsof the subsidiary acquired, the difference is recognized in the statement of income.
After initial recognition, goodwill is measured at cost less any accumulated impairment losses.For the purpose of impairment testing, goodwill acquired in a business combination is, from theacquisition date, allocated to each of the Group’s cash-generating units (CGU) that are expected tobenefit from the combination, irrespective of whether other assets or liabilities of the acquiree areassigned to those units.
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Where goodwill forms part of a CGU and part of the operation within that unit is disposed of, thegoodwill associated with the operation disposed of is included in the carrying amount of theoperation when determining the gain or loss on disposal of the operation. Goodwill disposed of inthis circumstance is measured based on the relative values of the operation disposed of and theportion of the CGU retained.
Acquisitions of non-controlling interests are accounted for as transactions with owners in theircapacity as owners and therefore no goodwill is recognized as a result. Adjustments to non-controlling interests arising from transactions that do not involve the loss of control are based on aproportionate amount of the net assets of the subsidiary.
Investment in a Joint VentureA joint venture is a type of joint arrangement whereby the parties that have joint control of thearrangement have rights to the net assets of the joint venture. Joint control is the contractuallyagreed sharing of control of an arrangement, which exists only when decisions about the relevantactivities require unanimous consent of the parties sharing control.
The considerations made in determining significant influence or joint control are similar to thosenecessary to determine control over subsidiaries.
The Group’s investment in joint venture is accounted for using the equity method. Under theequity method, the investment in a joint venture is initially recognized at cost. The carryingamount of the investment is adjusted to recognize changes in the Group’s share of net assets of thejoint venture since the acquisition date. Goodwill relating to the joint venture is included in thecarrying amount of the investment and is not tested for impairment individually. The statement ofprofit or loss reflects the Group’s share of the results of operations of the joint venture. Anychange in OCI of the investee is presented as part of the Group’s OCI. In addition, when there hasbeen a change recognized directly in the equity of the joint venture, the Group recognizes its shareof any changes, when applicable, in the statement of changes in equity. Unrealized gains andlosses resulting from transactions between the Group and the joint venture are eliminated to theextent of the interest in the joint venture. The aggregate of the Group’s share of profit or loss of ajoint venture is shown on the face of the statement of profit and represents profit or loss after tax.
An investment in a joint venture is accounted for using the equity method from the date on whichthe investee becomes a joint venture. On acquisition of the investment in a joint venture, anyexcess of the cost of the investment over the Group's share of the net fair value of the identifiableassets and liabilities of the investee is recognized as goodwill, which is included within thecarrying amount of the investment. Any excess of the Group's share of the net fair value of theidentifiable assets and liabilities over the cost of the investment, after reassessment, is recognizedimmediately in profit or loss in the period in which the investment is acquired.
After application of the equity method, the Group determines whether it is necessary to recognizean impairment loss on its investment in joint venture. At each reporting date, the Groupdetermines whether there is objective evidence that the investment in the joint venture is impaired.If there is such evidence, the Group calculates the amount of impairment as the difference betweenthe recoverable amount of the joint venture and its carrying value, and then recognizes the loss as‘Share of profit of a joint venture’ in the statement of profit or loss.
Upon loss of significant influence or joint control over the joint venture, the Group measures andrecognizes any retained investment at its fair value. Any difference between the carrying amountof the joint venture upon loss of joint control and the fair value of the retained investment andproceeds from disposal is recognized in profit or loss.
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When a group entity transacts with an associate or a joint venture of the Group, profits and lossesresulting from the transactions with the associate or joint venture are recognized in the Group'sconsolidated financial statements only to the extent of interests in the associate or joint venturethat are not related to the Group.
The financial statements of the joint venture are prepared for the same reporting period as theGroup. When necessary, adjustments are made to bring the accounting policies in line with thoseof the Group.
Intangible AssetsIntangible assets acquired separately are measured on initial recognition at cost. The cost ofintangible assets acquired in a business combination is its fair value at the date of acquisition.Following initial recognition, intangible assets, excluding goodwill and branch licenses, arecarried at cost less any accumulated amortization and any accumulated impairment losses.
The useful lives of intangible assets are assessed to be either finite or indefinite.
Intangible assets with finite lives are amortized over the useful economic life and assessed forimpairment whenever there is an indication that the intangible assets may be impaired. Theamortization period and the amortization method for an intangible asset with a finite useful life arereviewed at least at each financial year-end. Changes in the expected useful life or the expectedpattern of consumption of future economic benefits embodied in the asset is accounted for bychanging the amortization period or method, as appropriate, and treated as changes in accountingestimates. The amortization expense on intangible assets with finite lives is recognized in thestatement of income.
Intangible assets with indefinite useful lives are not amortized, but are tested for impairmentannually or more frequently, either individually or at the CGU level. The assessment of indefinitelife is reviewed annually to determine whether the indefinite life continues to be supportable. Ifnot, the change in useful life from indefinite to finite is made on a prospective basis.
Gains or losses arising from the derecognition of an intangible asset are measured as the differencebetween the net disposal proceeds and the carrying amount of the asset and are recognized in thestatement of income when the asset is derecognized.
Intangible assets include goodwill, branch licenses, customer relationship, core deposits andcapitalized software (see Note 12).
GoodwillGoodwill acquired in a business combination is initially measured at cost being the excess of thecost of the business combination over the Group’s interest in the net fair value of the acquiree’sidentifiable assets, liabilities and contingent liabilities. Following initial recognition, goodwill ismeasured at cost less accumulated impairment losses. Goodwill is reviewed for impairmentannually or more frequently if events or changes in circumstances indicate that the carrying valuemay be impaired.
Branch licensesBranch licenses are determined to have indefinite useful lives. These are tested for impairmentannually either individually or at the CGU level. Such intangible assets are not amortized. Theuseful life is reviewed annually to determine whether indefinite useful life assessment continues tobe supportable. If not, the change in the useful life assessment from indefinite to finite is made ona prospective basis.
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Customer relationship and core depositsCustomer relationship and core deposits are the intangible assets acquired by the Group throughbusiness combination. These intangible assets are initially measured at their fair value at the dateof acquisition. The fair value of these intangible assets reflects expectations about the probabilitythat the expected future economic benefits embodied in the asset will flow to the Group.
Following initial recognition, customer relationship and core deposits are measured at cost lessaccumulated amortization and any accumulated impairment losses. Customer relationship relatedto the credit cards business is amortized on a straight-line basis over its useful life of 40 yearswhile the customer relationship related to the auto loans business and core deposits are amortizedon a straight-line basis over its useful life of 13 and 10 years, respectively (see Note 12).
Capitalized softwareCapitalized software acquired separately is measured at cost on initial recognition. Followinginitial recognition, capitalized software is carried at cost less accumulated amortization and anyaccumulated impairment losses. The capitalized software is amortized on a straight-line basisover its estimated useful life of 5 years.
Impairment of Nonfinancial AssetsAn assessment is made at each statement of financial position date whether there is any indicationof impairment of property and equipment, investment properties, other repossessed assets andintangible assets, or whether there is any indication that an impairment loss previously recognizedfor an asset in prior years may no longer exist or may have decreased. If any such indicationexists, the asset’s recoverable amount is estimated. An asset’s recoverable amount is calculated atthe higher of the asset’s value in use or its fair value less cost to sell. In assessing value in use, theestimated future cash flows are discounted to their present value using pre-tax discount rate thatreflects current market assessments of the time value of money and the risks specific to the asset.An impairment loss is recognized only if the carrying amount of an asset exceeds its recoverableamount. An impairment loss is charged against the statement of income in the period in which itarises, unless the asset is carried at a revalued amount in which case the impairment loss ischarged against the revaluation increment of the said asset.
A previously recognized impairment loss is reversed only if there has been a change in theestimates used to determine the recoverable amount of an asset, but not to an amount higher thanthe carrying amount that would have been determined (net of any depreciation) had no impairmentloss been recognized for the asset in prior years. A reversal of an impairment loss is credited tocurrent operations, unless the asset is carried at a revalued amount in which case the reversal ofthe impairment loss is credited to the revaluation increment of the said asset.
The following criteria are also applied in assessing impairment of specific assets:
Property and equipment, investment properties and other repossessed assetsThe carrying values of the property and equipment and investment properties are reviewed forimpairment when events or changes in circumstances indicate the carrying values may not berecoverable. If any such indication exists and where the carrying values exceed the estimatedrecoverable amounts, the assets or CGUs are written down to their recoverable amounts.
GoodwillGoodwill is reviewed for impairment, annually or more frequently if events or changes incircumstances indicate that the carrying value may be impaired.
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Impairment is determined for goodwill by assessing the recoverable amount of the CGU (or groupof CGUs) to which the goodwill relates. Where the recoverable amount of the CGU (or group ofCGUs) is less than the carrying amount of the CGU (or group of CGUs) to which goodwill hasbeen allocated, an impairment loss is recognized immediately in the statement of income.Impairment losses relating to goodwill cannot be reversed for subsequent increases in itsrecoverable amount in future periods.
Branch licensesBranch licenses are tested for impairment annually at the statement of financial position dateeither individually or at the CGU level, as appropriate.
Other intangible assetsOther intangible assets such as customer relationship, core deposits and capitalized software areassessed for impairment whenever there is an indication that they may be impaired.
Revenue RecognitionRevenue is recognized to the extent that it is probable that economic benefits will flow to theGroup and the revenue can be reliably measured. The following specific recognition criteria mustalso be met before revenue is recognized:
Interest incomeFor all financial instruments measured at amortized cost and interest-bearing financial assets atFVTPL, interest income is recorded at the effective interest rate, which is the rate that exactlydiscounts estimated future cash payments or receipts through the expected life of the financialinstrument or a shorter period, where appropriate, to the net carrying amount of the financial assetor financial liability.
The calculation takes into account all contractual terms of the financial instrument (for example,prepayment options) and includes any fees or incremental costs that are directly attributable to theinstrument and are an integral part of the effective interest rate, but not future credit losses. Theadjusted carrying amount is calculated based on the original effective interest rate. The change inthe carrying amount is recorded as interest income. Once the recorded value of a financial asset orgroup of similar financial assets has been reduced due to an impairment loss, interest incomecontinues to be recognized using the original effective interest rate applied to the new carryingamount.
Service charges and penaltiesService charges and penalties are recognized only upon collection or accrued when there is areasonable degree of certainty as to its collectibility.
Fee and commission incomeThe Group earns fee and commission income from a diverse range of services it provides to itscustomers. Fee income can be divided into the following two categories:
a) Fee income earned from services that are provided over a certain period of timeFees earned for the provision of services over a period of time are accrued over that period.These fees include commission income, fiduciary fees and credit related fees.
b) Fee income from providing transaction servicesFees arising from negotiating or participating in the negotiation of a transaction for a thirdparty are recognized on completion of the underlying transaction. Fees or components of feesthat are linked to a certain performance are recognized after fulfilling the corresponding
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criteria. Loan syndication fees are recognized in the statement of income when thesyndication has been completed and the Group retains no part of the loans for itself or retainspart at the same effective interest rate as for the other participants.
Dividend incomeDividend income is recognized when the Group’s right to receive payment is established.
Trading and securities gainTrading and securities gain represents results arising from trading activities including all gains andlosses from changes in fair value of financial assets and financial liabilities held for trading.
Commissions earned on credit cardsCommissions earned on credit cards are taken up as income upon receipt from memberestablishments of charges arising from credit availments by credit cardholders. Thesecommissions are computed based on certain agreed rates and are deducted from amountsremittable to member establishments.
Purchases by credit cardholders, collectible on an installment basis, are recorded at the cost of theitems purchased plus certain percentage of cost. The excess over cost is credited to Unearneddiscount and is shown as a deduction from Loans and receivables in the statement of financialposition.
The unearned discount is taken to income over the installment terms and is computed using theeffective interest method.
Customer loyalty programmesAward credits under customer loyalty programmes are accounted for as a separately identifiablecomponent of the transaction in which they are granted. The fair value of the considerationreceived in respect of the initial sale is allocated between the award credits and the othercomponents of the sale. Income generated from customer loyalty programmes is recognized aspart of Service charges, fees and commissions in the statement of income.
Other incomeIncome from sale of services is recognized upon rendition of the service. Income from sale ofproperties is recognized upon completion of the earning process and when the collectibility of thesales price is reasonably assured.
Expense RecognitionExpenses are recognized in the statement of income when decrease in future economic benefitrelated to a decrease in an asset or an increase in a liability has arisen that can be measuredreliably. Expenses are recognized in the statement of income:· on the basis of a direct association between the costs incurred and the earning of specific items
of income;· on the basis of systematic and rational allocation procedures when economic benefits are
expected to arise over several accounting periods and the association can only be broadly orindirectly determined; or
· immediately when expenditure produces no future economic benefits or when, and to theextent that, future economic benefits do not qualify or cease to qualify, for recognition in thestatement of financial position as an asset.
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Expenses in the statement of income are presented using the nature of expense method. Generaland administrative expenses are cost attributable to administrative and other business activities ofthe Group.
LeasesThe determination of whether an arrangement is, or contains a lease is based on the substance ofthe arrangement and requires an assessment of whether the fulfillment of the arrangement isdependent on the use of a specific asset or assets and the arrangement conveys a right to use theasset. A reassessment is made after inception of the lease only if one of the following applies:(a) there is a change in contractual terms, other than a renewal or extension of the arrangement;(b) a renewal option is exercised or extension granted, unless that term of the renewal or
extension was initially included in the lease term;(c) there is a change in the determination of whether fulfillment is dependent on a specified
asset; or(d) there is a substantial change to the asset.
Where a reassessment is made, lease accounting shall commence or cease from the date when thechange in circumstances gave rise to the reassessment for scenarios (a), (c) or (d) above, and at thedate of renewal or extension period for scenario (b).
Group as lesseeLeases where the lessor retains substantially all the risks and benefits of ownership of the asset areclassified as operating leases. Operating lease payments are recognized as an expense in thestatement of income on a straight-line basis over the lease term. Contingent rents are recognizedas an expense in the period in which they are incurred.
Retirement CostDefined benefit planThe net defined benefit liability or asset is the aggregate of the present value of the defined benefitobligation at the end of the reporting period reduced by the fair value of plan assets (if any),adjusted for any effect of limiting a net defined benefit asset to the asset ceiling. The asset ceilingis the present value of any economic benefits available in the form of refunds from the plan orreductions in future contributions to the plan.
The cost of providing benefits under the defined benefit plans is actuarially determined using theprojected unit credit method.
Defined benefit costs comprise the following:· Service cost· Net interest on the net defined benefit liability or asset· Remeasurements of net defined benefit liability or asset
Service costs which include current service costs, past service costs and gains or losses on non-routine settlements are recognized as expense in the statement of income. Past service costs arerecognized when plan amendment or curtailment occurs.
Net interest on the net defined benefit liability or asset is the change during the period in the netdefined benefit liability or asset that arises from the passage of time which is determined byapplying the discount rate based on government bonds to the net defined benefit liability or asset.Net interest on the net defined benefit liability or asset is recognized as expense or income in thestatement of income.
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Remeasurements comprising actuarial gains and losses, return on plan assets (excluding netinterest on defined benefit asset) and any change in the effect of the asset ceiling (excluding netinterest on defined benefit liability) are recognized immediately in other comprehensive income inthe period in which they arise. Remeasurements are not reclassified to profit or loss in subsequentperiods. All remeasurements are recognized in other comprehensive income account.Remeasurement gains (losses) on retirement plan are not reclassified to profit or loss insubsequent periods.
Plan assets are assets that are held by a long-term employee benefit fund or qualifying insurancepolicies. Plan assets are not available to the creditors of the Group, nor can they be paid directlyto the Group. Fair value of plan assets is based on market price information. When no marketprice is available, the fair value of plan assets is estimated by discounting expected future cashflows using a discount rate that reflects both the risk associated with the plan assets and thematurity or expected disposal date of those assets (or, if they have no maturity, the expectedperiod until the settlement of the related obligations).
The Group’s right to be reimbursed of some or all of the expenditure required to settle a definedbenefit obligation is recognized as a separate asset at fair value when and only whenreimbursement is virtually certain.
Termination benefitTermination benefits are employee benefits provided in exchange for the termination of anemployee’s employment as a result of either an entity’s decision to terminate an employee’semployment before the normal retirement date or an employee’s decision to accept an offer ofbenefits in exchange for the termination of employment.
A liability and expense for a termination benefit is recognized at the earlier of when the entity canno longer withdraw the offer of those benefits and when the entity recognizes the relatedrestructuring costs. Initial recognition and subsequent changes to termination benefits aremeasured in accordance with the nature of the employee benefit, as either post-employmentbenefits, short-term employee benefits, or other long-term employee benefits.
Employee leave entitlementEmployee entitlement to annual leave are recognized as a liability when the employees render theservices that increases their annual leave enititlement. The cost of accumulating annual leave aremeasured as the additional amount that the Group expects to pay as a result of the unusedentitlement that has accumulated at the end of the reporting period.
Provisions and ContingenciesProvisions are recognized when the Group has a present obligation (legal or constructive) as aresult of a past event; it is probable that an outflow of resources embodying economic benefits willbe required to settle the obligation; and a reliable estimate can be made of the amount of theobligation. If the effect of the time value of money is material, provisions are determined bydiscounting the expected future cash flows at pre-tax rate that reflects current market assessmentsof the time value of money and where, appropriate, the risk specific to the liability. Wherediscounting is used, the increase in the provision due to the passage of time is recognized asInterest expense in the statement of income.
Contingent liabilities are not recognized in the financial statements but are disclosed unless thepossibility of an outflow of resources embodying economic benefits is remote. Contingent assetsare not recognized in the financial statements but are disclosed when an inflow of economicbenefits is probable.
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Income TaxesCurrent taxesCurrent tax assets and liabilities for the current and prior periods are measured at the amountexpected to be recovered from or paid to the taxation authorities. The tax rates and tax laws usedto compute the amount are those that are enacted or substantively enacted at the statement offinancial position date.
Deferred taxesDeferred tax is provided, using the balance sheet liability method, on all temporary differences atthe statement of financial position date between the tax bases of assets and liabilities and theircarrying amounts for financial reporting purposes.
Deferred tax liabilities are recognized for all taxable temporary differences, with certainexceptions. Deferred tax assets are recognized for all deductible temporary differences,carryforward of unused tax credits from the excess of Minimum Corporate Income Tax (MCIT)over the regular income tax and unused Net Operating Loss Carryover (NOLCO), to the extentthat it is probable that taxable profit will be available against which the deductible temporarydifferences and the carryforward of unused tax credits from excess MCIT and unused NOLCO canbe utilized. Deferred tax, however, is not recognized on temporary differences that arise from theinitial recognition of an asset or liability in a transaction that is not a business combination and, atthe time of the transaction, affects neither the accounting income nor taxable income or loss.
The carrying amount of deferred tax assets is reviewed at each statement of financial position dateand reduced to the extent that it is no longer probable that sufficient taxable profit will be availableto allow all or part of the deferred tax asset to be utilized.
Current tax and deferred tax relating to items recognized directly in equity is recognized in othercomprehensive income and not in the statement of income.
Deferred tax assets and liabilities are measured at the tax rates that are applicable to the periodwhen the asset is realized or the liability is settled, based on tax rates (and tax laws) that have beenenacted or substantively enacted at the statement of financial position date.
EquityCapital stock is measured at par value for all shares issued. When the Group issues more than oneclass of stock, a separate account is maintained for each class of stock and the number of sharesissued.
When the shares are sold at a premium, the difference between the proceeds and the par value iscredited to Additional paid in capital account. When shares are issued for a consideration otherthan cash, the proceeds are measured by the fair value of the consideration received. In case theshares are issued to extinguish or settle the liability of the Group, the shares shall be measuredeither at the fair value of the shares issued or fair value of the liability settled, whichever is morereliably determinable.
Direct cost incurred related to the equity issuance, such as underwriting, accounting and legal fees,printing costs and taxes are charged to Additional paid in capital account. If additional paid-incapital is not sufficient, the excess is charged against Surplus.
Surplus represents accumulated earnings of the Group less dividends declared.
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Dividends on Common SharesDividends on common shares are recognized as a liability and deducted from equity whendeclared and approved by BOD of the Parent Company and approved by the BSP. Dividends forthe year that are declared and approved after the statement of financial position date, if any, aredealt with as an event after the financial reporting date and disclosed accordingly.
Earnings Per Share (EPS)Basic EPS is determined by dividing the net income for the year attributable to common shares bythe weighted average number of common shares outstanding during the year while diluted EPS iscomputed by dividing net income for the year attributable to common shares by the weightedaverage number of outstanding and dilutive potential common shares. Basic and diluted EPS aregiven retroactive adjustments for any stock dividends declared and stock rights exercised in thecurrent year, if any. The Group does not have dilutive potential common shares.
Segment ReportingA business segment is a group of assets and operations engaged in providing products or servicesthat are subject to risks and returns that are different from those of other business segments. Ageographical segment is one that provides products or services within a particular economicenvironment that is subject to risks and returns that are different from those segments operating inother economic environments.
The Group’s operations are organized according to the nature of products and services provided.Financial information on business segments is presented in Note 6.
Events after the Financial Reporting DatePost year-end events that provide additional information about the Group’s position at thestatement of financial position date (adjusting events) are reflected in the financial statements.Post year-end events that are not adjusting events are disclosed in the notes when material to thefinancial statements.
Fiduciary ActivitiesAssets and income arising from fiduciary activities together with related undertakings to returnsuch assets to customers are excluded from the financial statements where the Parent Companyacts in a fiduciary capacity such as nominee, trustee or agent.
Future Changes in Accounting PoliciesStandards issued but are not yet effective up to the date of issuance of the financial statements arelisted below. This is a listing of standards and interpretations issued, which the Group reasonablyexpects to be applicable at a future date. Except as otherwise indicated, the Group does not expectthe adoption of these new and amended standards to have a significant impact on the financialstatements.
PFRS 9, Financial Instruments - Classification and Measurement (2010 version)PFRS 9 (2010 version) reflects the first phase on the replacement of PAS 39 and applies to theclassification and measurement of financial assets and liabilities as defined in PAS 39, FinancialInstruments: Recognition and Measurement. PFRS 9 requires all financial assets to be measuredat fair value at initial recognition. A debt financial asset may, if the fair value option (FVO) is notinvoked, be subsequently measured at amortized cost if it is held within a business model that hasthe objective to hold the assets to collect the contractual cash flows and its contractual terms giverise, on specified dates, to cash flows that are solely payments of principal and interest on theprincipal outstanding. All other debt instruments are subsequently measured at fair value throughprofit or loss. All equity financial assets are measured at fair value either through other
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comprehensive income (OCI) or profit or loss. Equity financial assets held for trading must bemeasured at fair value through profit or loss. For FVO liabilities, the amount of change in the fairvalue of a liability that is attributable to changes in credit risk must be presented in OCI. Theremainder of the change in fair value is presented in profit or loss, unless presentation of the fairvalue change in respect of the liability’s credit risk in OCI would create or enlarge an accountingmismatch in profit or loss. All other PAS 39 classification and measurement requirements forfinancial liabilities have been carried forward into PFRS 9, including the embedded derivativeseparation rules and the criteria for using the FVO. As the Group had early adopted PFRS 9 (2009version) effective January 1, 2011, adoption of PFRS 9 (2010 version) is not expected to havesignificant impact on the Group’s financial position and performance.
PFRS 9 (2010 version) is effective for annual periods beginning on or after January 1, 2015. Thismandatory adoption date was moved to January 1, 2018 when the final version of PFRS 9 wasadopted by the Philippine Financial Reporting Standards Council (FRSC).
Deferred
Philippine Interpretation IFRIC 15, Agreements for the Construction of Real EstateThis interpretation covers accounting for revenue and associated expenses by entities thatundertake the construction of real estate directly or through subcontractors. The SEC and theFRSC have deferred the effectivity of this interpretation until the final Revenue standard is issuedby the International Accounting Standards Board (IASB) and an evaluation of the requirements ofthe final Revenue standard against the practices of the Philippine real estate industry is completed.
Effective January 1, 2016
PFRS 10, Consolidated Financial Statements, and PAS 28, Investments in Associates and JointVentures - Investment Entities: Applying the Consolidation Exception (Amendments)These amendments clarify that the exemption in PFRS 10 from presenting consolidated financialstatements applies to a parent entity that is a subsidiary of an investment entity that measures all ofits subsidiaries at fair value and that only a subsidiary of an investment entity that is not aninvestment entity itself and that provides support services to the investment entity is consolidated.The amendments also allow the investor (that is not an investment entity and has an investmententity associate or joint venture), when applying the equity method, to retain the fair valuemeasurement applied by the investment entity associate or joint venture to its interests insubsidiaries.
PAS 27, Separate Financial Statements - Equity Method in Separate Financial Statements(Amendments)The amendments will allow entities to use the equity method to account for investments insubsidiaries, joint ventures and associates in their separate financial statements. Entities alreadyapplying PFRS and electing to change to the equity method in its separate financial statements willhave to apply that change retrospectively.
PFRS 11, Joint Arrangements - Accounting for Acquisitions of Interests (Amendments)The amendments require a joint operator that is accounting for the acquisition of an interest in ajoint operation, in which the activity of the joint operation constitutes a business (as defined byPFRS 3), to apply the relevant PFRS 3 principles for business combination accounting. Theamendments also clarify that a previously held interest in a joint operations is not remeasured onthe acquisition of an additional interest in the same joint operation while joint control is retained.In addition, a scope exclusion has been added to PFRS 11 to specify that the amendments do not
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apply when the parties sharing joint control, including the reporting entity, are under commoncontrol of the same ultimate controlling party.
PAS 1, Presentation of Financial Statements - Disclosure (Amendments)The amendments are intended to assist entites in applying judgment when meeting thepresentation and disclosure requirements in PFRS. They clarify the following:· That entities shall not reduce the understandability of their financial statements by either
obscuring material information with immaterial information; or aggreagatin material itemsthat have different natures or functions
· That specific line items in the statement of income and OCI and the statement of financialposition may be disaggregated
· That entities have flexibility as to the order in which they present the notes to financialstatements
· That the share of OCI of associates and joint ventures accounted for using the equity methodmust be presented in aggregate as a single line item, and classified between those items thatwill or will not be subsequently reclassified to profit or loss
PFRS 14, Regulatory Deferral AccountsPFRS 14 is an optional standard that allows an entity, whose activities are subject to rate-regulation, to continue applying most of its existing accounting policies for regulatory deferralaccount balances upon its first-time adoption of PFRS. Entities that adopt PFRS 14 must presentthe regulatory deferral accounts as separate line items on the statement of financial position andpresent movements in these account balances as separate line items in the statement of profit orloss and other comprehensive income. The standard requires disclosures on the nature of, and risksassociated with, the entity’s rate-regulation and the effects of that rate-regulation on its financialstatements.
PAS 16, Property, Plant and Equipment, and PAS 41, Agriculture: Bearer PlantsThe amendments change the accounting requirements for biological assets that meet the definitionof bearer plants. Under the amendments, biological assets that meet the definition of bearer plantswill no longer be within the scope of PAS 41. Instead, PAS 16 will apply. After initial recognition,bearer plants will be measured under PAS 16 at accumulated cost (before maturity) and usingeither the cost model or revaluation model (after maturity). The amendments also require thatproduce that grows on bearer plants will remain in the scope of PAS 41 measured at fair value lesscosts to sell. For government grants related to bearer plants, PAS 20, Accounting for GovernmentGrants and Disclosure of Government Assistance will apply.
PAS 16, Property, Plant and Equipment and PAS 38, Intangible Assets - Clarification ofAcceptable Methods of Depreciation and Amortization (Amendments)The amendments clarify the principle in PAS 16 and PAS 38 that revenue reflects a pattern ofeconomic benefits that are generated from operating a business (of which the asset is part) ratherthan the economic benefits that are consumed through use of the asset. As a result, a revenue-based method cannot be used to depreciate property, plant and equipment and may only be used invery limited circumstances to amortize intangible assets.
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Annual Improvements to PFRSs (2012 - 2014 cycle)The Annual Improvements to PFRSs (2012 - 2014 cycle) are effective for annual periodsbeginning on or after January 1, 2016 and are not expected to have a material impact on theGroup. They include:
PFRS 5, Non-current Assets Held for Sale and Discontinued Operations - Changes in Methods ofDisposalThe amendment is applied prospectively and clarifies that changing from a disposal through saleto a disposal through distribution to owners and vice-versa should not be considered to be a newplan of disposal, rather it is a continuation of the original plan. There is, therefore, no interruptionof the application of the requirements in PFRS 5. The amendment also clarifies that changing thedisposal method does not change the date of classification.
PFRS 7, Financial Instruments: Disclosures - Servicing ContractsPFRS 7 requires an entity to provide disclosures for any continuing involvement in a transferredasset that is derecognized in its entirety. The amendment clarifies that a servicing contract thatincludes a fee can constitute continuing involvement in a financial asset. An entity must assess thenature of the fee and arrangement against the guidance in PFRS 7 in order to assess whether thedisclosures are required. The amendment is to be applied such that the assessment of whichservicing contracts constitute continuing involvement will need to be done retrospectively.However, comparative disclosures are not required to be provided for any period beginning beforethe annual period in which the entity first applies the amendments.
PFRS 7 - Applicability of the Amendments to PFRS 7 to Condensed Interim Financial StatementsThis amendment is applied retrospectively and clarifies that the disclosures on offsetting offinancial assets and financial liabilities are not required in the condensed interim financial reportunless they provide a significant update to the information reported in the most recent annualreport.
PAS 19, Employee Benefits - Regional Market Issue regarding Discount RateThis amendment is applied prospectively and clarifies that market depth of high quality corporatebonds is assessed based on the currency in which the obligation is denominated, rather than thecountry where the obligation is located. When there is no deep market for high quality corporatebonds in that currency, government bond rates must be used.
PAS 34, Interim Financial Reporting - Disclosure of Information ‘Elsewhere in the InterimFinancial Report’The amendment is applied retrospectively and clarifies that the required interim disclosures musteither be in the interim financial statements or incorporated by cross-reference between the interimfinancial statements and wherever they are included within the greater interim financial report(e.g., in the management commentary or risk report).
Effective January 1, 2018
PFRS 9, Financial InstrumentsIn July 2014, the IASB issued the final version of PFRS 9, Financial Instruments which reflectsall phases of the financial instruments project and replaces PAS 39, Financial Instruments:Recognition and Measurement and all previous versions of PFRS 9. The standard introduces newrequirements for classification and measurement, impairment, and hedge accounting. PFRS 9 iseffective for annual periods beginning on or after January 1, 2018, with early applicationpermitted. Retrospective application is required, but comparative information is not compulsory.For hedge accounting, the requirements are generally applied prospectively, with some limited
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exceptions. Early application of previous versions of PFRS 9 (2009, 2010 and 2013) is permittedif the date of initial application is before February 1, 2015.
The adoption of the final version of PFRS 9 will have an effect on the impairment methodologyfor financial assets. The adoption will also have an effect on the Group’s application of hedgeaccounting. The Group is currently assessing the impact of adopting this standard.
IFRS 15, Revenue from Contracts with CustomersIFRS 15 was issued by IASB in May 2014 and establishes a new five-step model that will apply torevenue arising from contracts with customers. Under IFRS 15 revenue is recognized at an amountthat reflects the consideration to which an entity expects to be entitled in exchange for transferringgoods or services to a customer. The principles in IFRS 15 provide a more structured approach tomeasuring and recognizing revenue.
The new revenue standard is applicable to all entities and will supersede all current revenuerecognition requirements under IFRS. Either a full or modified retrospective application isrequired for annual periods beginning on or after January 1, 2018 with early adoption permitted.The Group is currently assessing the impact of IFRS 15 and plans to adopt the new standard on therequired effective date once adopted locally.
IFRS 16, LeasesOn January 13, 2016, the IASB issued its new standard, IFRS 16, Leases, which replacesInternational Accounting Standards (IAS) 17, the current leases standard, and the relatedInterpretations.
Under the new standard, lessees will no longer classify their leases as either operating or financeleases in accordance with IAS 17. Rather, lessees will apply the single-asset model. Under thismodel, lessees will recognize the assets and related liabilities for most lease on their balancesheets, and subsequently, will depreciate the lease assets and recognize interest on the leaseliabilities in their profit or loss. Leases with a term of 12 months or less or for which theunderlying asset is of low value are exempted from these requirements.
The accounting by lessors is substantially unchanged as the new standard carries forward theprinciples of lessor accounting under IAS 17. Lessors, however, will be required to disclose moreinformation in their financial statements, particularly on the risk exposure to residual value.
The new standard is effective for annual period beginning on or after January 1, 2019. Entitiesmay early adopt IFRS 16 but only if they have also adopted, IFRS 15, Revenue from Contractswith Customers. When adopting IFRS 16, an entity is permitted to use whether a full retrospectiveof a modified retrospective approach, with options to use certain transition reliefs. The Group iscurrently assessing the impact of PFRS 16 and plans to adopt the new standard on the requiredeffected date once adopted locally.
3. Significant Accounting Judgments and Estimates
The preparation of the financial statements in compliance with PFRS requires the Group to makejudgments and estimates that affect the reported amounts of assets, liabilities, income andexpenses and disclosure of contingent assets and contingent liabilities. Future events may occurwhich will cause the judgments and assumptions used in arriving at the estimates to change. Theeffects of any change in judgments and estimates are reflected in the financial statements as thesebecome reasonably determinable.
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Judgments and estimates are continually evaluated and are based on historical experience andother factors, including expectations of future events that are believed to be reasonable under thecircumstances.
Judgmentsa) Contingencies
The Group is currently involved in various legal proceedings. The estimate of the probablecosts for the resolution of these claims has been developed in consultation with outsidecounsels handling the Group’s defense in these matters and is based upon an analysis ofpotential results. The Group currently does not believe that these proceedings will have amaterial adverse effect on its financial position. It is possible, however, that future results ofoperations could be materially affected by changes in the estimates or in the effectiveness ofthe strategies relating to these proceedings (see Note 28).
b) Functional currencyPAS 21, The Effects of Changes in Foreign Exchange Rates, requires management to use itsjudgment to determine the entity’s functional currency such that it most faithfully representsthe economic effects of the underlying transactions, events and conditions that are relevant tothe entity. The Parent Company determined that the RBU’s and FCDU’s functional currencyis the Philippine peso and USD, respectively. In addition, GBI and EWRB determined thattheir respective functional currency is in Philippine peso. In making these judgments, theGroup considers the following:
· the currency that mainly influences sales prices for financial instruments and services(this will often be the currency in which sales prices for its financial instruments andservices are denominated and settled)
· the currency in which funds from financing activities are generated; and· the currency in which receipts from operating activities are usually retained.
c) Operating leasesThe Group has entered into lease commitments for its occupied offices and branches. Basedon an evaluation of the terms and conditions of the lease agreements, there will be no transferof ownership of assets to the Group at the end of the lease term. The Group has determinedthat all significant risks and rewards of ownership are retained by the respective lessors. Thus,the leases are classified as operating leases (see Note 25).
d) Business model for managing financial assets
Sale of Investment Securities at Amortized CostThe Parent Company’s business model allows for financial assets to be held to collectcontractual cash flows even when sales of certain financial assets occur. PFRS 9, however,emphasizes that if more than an infrequent sale is made out of a portfolio of financial assetscarried at amortized cost, the entity should assess whether and how such sales are consistentwith the objective of collecting contractual cash flows. In making this judgment, the ParentCompany considers the following:
· sales or derecognition of debt instrument under any of the circumstances spelled out underparagraph 7, Section 2 of BSP Circular No.708, Series of 2011;
· sales in preparation for funding a potential aberrant behavior in the depositors’ withdrawalpattern triggered by news of massive withdrawals or massive withdrawal alreadyexperienced by other systemically important banks in the industry;
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· sales attributable to an anticipated or in reaction to major events in the local and/orinternational arena that may adversely affect the collectability of the debt instrument andseen to prospectively affect adversely the behavior of deposits or creditors;
· sales attributable to a change in the Parent Company’s strategy upon completion of theother phases of PFRS 9; and
· sales that the Asset-Liability Management Committee (ALCO) deems appropriate to beconsistent with managing the Parent Company’s balance sheet based upon but are notlimited to the set risk limits and target ratios that have been approved by the BOD.
In 2015, the Parent Company sold various securities under its hold-to-collect (HTC) portfoliosin anticipation of the effects of the upcoming regulatory requirements on liquidity coverageratio. In 2014, the Parent Company sold various securities from different portfolios in its HTCbusiness model. The sale was primarily driven by the need to improve the Parent Company’scapital position in relation to the change in the regulatory capital requirements caused by theBasel III implementation. In 2013, the Parent Company sold a substantial portion ofgovernment securities from one of the portfolios in its HTC business model. The securitieswere sold to fund the lending requirement for FDC.
After each of the above disposals, the Parent Company assessed whether such sales are stillconsistent with the objective of collecting contractual cash flows. The Parent Companyconcluded that despite these disposals, there is no change in its objective on managing theseportfolios. The disposals were made for specific reasons and do not constitute a change in theParent Company’s business model for the affected portfolios. Thus, the remaining securities inthe affected portfolios will continue to be measured at amortized cost.
e) Cash flow characteristics testWhere the financial assets are classified as at amortized cost, the Group assesses whether thecontractual terms of these financial assets give rise on specified dates to cash flows that aresolely payments of principal and interest on the principal outstanding, with interestrepresenting time value of money and credit risk associated with the principal amountoutstanding. The assessment as to whether the cash flows meet the test is made in thecurrency in which the financial asset is denominated. Any other contractual term that changesthe timing or amount of cash flows (unless it is a variable interest rate that represents timevalue of money and credit risk) does not meet the amortized cost criteria.
f) Determination of control of joint control over EWALControl is presumed to exist when an investor is exposed, or has rights, to variable returnsfrom its involvement with the investee and has the ability to affect those returns through itspower over the investee. On the other hand, joint control is presumed to exist when theinvestors contractually agree sharing of control of an arrangement, which exists only whendecisions about the relevant activities require the unanimous consent of the parties sharingcontrol. Based on the provisions of the joint venture arrangement between the ParentCompany and Ageas, both parties have to agree in order for any resolution to be passedrelating to the joint venture entity’s relevant activities. This joint arrangement is classified as ajoint venture since the parties have rights to the net assets of the joint venture entity.
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Estimatesa) Impairment of financial assets at amortized cost
The Group reviews its loans and receivables at each statement of financial position date toassess whether impairment loss should be recorded in the statement of income. In particular,judgment by management is required in the estimation of the amount and timing of future cashflows when determining the impairment loss. Such estimates are based on assumptions abouta number of factors and actual results may differ, resulting in future changes to the allowance.
In addition to specific allowance against individually significant loans and receivables, theGroup also makes a collective impairment allowance against exposures which, although notspecifically identified as requiring a specific allowance, have a greater risk of default thanwhen originally granted. This collective allowance is based on any deterioration in theinternal rating of the loan or investment since it was granted or acquired. These internalratings take into consideration factors such as any deterioration in country risk, industry andtechnological obsolescence, as well as identified structural weaknesses or deterioration in cashflows.
Factors considered in doing the impairment assessment are discussed further in Note 5.The carrying values of investment securities and loans and receivables and the relatedallowance for credit and impairment losses of the Group and of the Parent Company aredisclosed in Notes 8 and 9, respectively.
b) Fair values of financial instrumentsThe fair values of derivatives that are not quoted in active markets are determined usingvaluation techniques. Where valuation techniques are used to determine fair values, they arevalidated and periodically reviewed by qualified independent personnel. All models arereviewed before they are used, and models are calibrated to ensure that outputs reflect actualdata and comparative market prices. To the extent practical, the models use only observabledata, however areas such as credit risk (both own and counterparty), volatilities andcorrelations require management to make estimates. Changes in assumptions about thesefactors could affect reported fair value of financial instruments.
Fair value measurements of financial instruments are disclosed in Note 5.
c) Recognition of deferred tax assetsDeferred tax assets are recognized for all unused tax losses to the extent that it is probable thattaxable income will be available against which the losses can be utilized. Significantmanagement judgment is required to determine the amount of deferred tax assets that can berecognized, based upon the likely timing and level of future taxable profits together withfuture tax planning strategies.
The recognized and unrecognized net deferred tax assets of the Group and of the ParentCompany are disclosed in Note 23.
d) Impairment of nonfinancial assetsThe Group assesses impairment on assets whenever events or changes in circumstancesindicate that the carrying amount of an asset may not be recoverable. The factors that theGroup considers important which could trigger an impairment review include the following:· significant underperformance relative to expected historical or projected future operating
results;· significant changes in the manner of use of the acquired assets or the strategy for overall
business; and· significant negative industry or economic trends.
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The carrying values of the Group’s and of the Parent Company’s nonfinancial assets follow:
e) Impairment of GoodwillThe Group determines whether goodwill is impaired at least on an annual basis. Goodwill iswritten down for impairment where the net present value of the forecasted future cash flowsfrom the CGU is insufficient to support its carrying value. The Group has used the cost ofequity as the discount rate for the value in use (VIU) computation. The Group determined thecost of equity using capital asset pricing model.
Future cash flows from the CGU are estimated based on the theoretical annual income of theCGUs. Average growth rate was derived from the average increase in annual income duringthe last 5 years.
The recoverable amount of the CGU has been determined based on a VIU calculation usingcash flow projections from financial budgets approved by the BOD covering a five-yearperiod. The pre-tax discount rate applied to cash flow projections is 12.25% and 11.68% as ofDecember 31, 2015 and 2014, respectively. Key assumptions in VIU calculation of CGUs aremost sensitive to the following assumptions: a) interest margin; b) discount rates; c) marketshare during the budget period; and d) projected growth rates used to extrapolate cash flowsbeyond the budget period.
The carrying values of goodwill of the Group and of the Parent Company are disclosed inNote 12.
f) Estimated useful lives of property and equipment, investment properties, other repossessedassets and intangible assets (excluding land, goodwill and branch licenses)The Group reviews on an annual basis the estimated useful lives of property and equipment,investment properties, other repossessed assets and intangible assets based on expected assetutilization as anchored on business plans and strategies that also consider expected futuretechnological developments and market behavior. It is possible that future results ofoperations could be materially affected by changes in these estimates brought about bychanges in the factors mentioned. A reduction in the estimated useful lives of property andequipment, investment properties, other repossessed assets and intangible assets woulddecrease their respective balances and increase the recorded depreciation and amortizationexpense.
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As of December 31, 2015 and 2014, the carrying values of property and equipment,investment properties and other repossessed assets and intangible assets (excluding land,goodwill and branch licenses) of the Group and of the Parent Company follow:
g) Retirement obligationThe cost of defined benefit retirement plans and the present value of the defined benefitobligation are determined using actuarial valuations. The actuarial valuation involves makingvarious assumptions. These include the determination of the discount rates, future salaryincreases, and mortality rates. Due to the complexity of the valuation, the underlyingassumptions and its long-term nature, defined benefit obligations are highly sensitive tochanges in these assumptions. All assumptions are reviewed at each reporting date. Indetermining the appropriate discount rate, management considers the interest rates ofgovernment bonds with extrapolated maturities corresponding to the expected duration of thedefined benefit obligation.
The mortality rate is based on publicly available mortality tables for the Philippines and ismodified accordingly with estimates of mortality improvements. Future salary increases arebased on expected future inflation rates.
The present value of the defined benefit obligation of the Group and of the Parent Companyand details about the assumptions used are disclosed in Note 24.
4. Financial Risk Management Objectives and Policies
Risk ManagementTo ensure that corporate goals and objectives, and business and risk strategies are achieved, theParent Company utilizes a risk management process that is applied throughout the organization inexecuting all business activities. Employees’ functions and roles fall into one of the threecategories where risk must be managed in the business units, operating units and governance units.The Parent Company’s activities are principally related to the use of financial instruments and areexposed to credit risk, liquidity risk, operational risk and market risk, the latter being subdividedinto trading and non-trading risks. Forming part of a coherent risk management system are therisk concepts, control tools, analytical models, statistical methodologies, historical researches andmarket analysis, which are being employed by the Parent Company. These tools support the keyrisk process that involves identifying, measuring, controlling and monitoring risks.
Risk Management Structurea. Board of Directors (the Board or BOD)
The Parent Company’s risk culture is practiced and observed across the Group putting theprime responsibility on the BOD. It establishes the risk culture and the risk managementorganization and incorporates the risk process as an essential part of the strategic plan of theGroup. The BOD approves the Parent Company’s articulation of risk appetite which is usedinternally to help management understand the tolerance for risk in each of the major riskcategories, its measurement and key controls available that influence the Parent Company’s
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level of risk taking. All risk management policies and policy amendments, risk-taking limitssuch as but not limited to credit and trade transactions, market risk limits, counterparty limits,trader’s limits and activities are based on the Parent Company’s established approvingauthorities which are approved by the Parent Company’s BOD. At a high level, the BOD alsoapproves the Parent Company’s framework for managing risk.
b. Executive CommitteeThis is a board level committee, which reviews the bank-wide credit strategy, profile andperformance. It approves the credit risk-taking activities based on the Parent Company’sestablished approving authorities and likewise reviews and endorses credit-granting activities,including the Internal Credit Risk Rating System. All credit proposals beyond the creditapproving limit of the Loan and Investments Committee passes through this committee forfinal approval.
c. Loan and Investments CommitteeThis committee is headed by the Chairman of the Parent Company whose primaryresponsibility is to oversee the Parent Company’s credit risk-taking activities and overalladherence to the credit risk management framework, review business/credit risk strategies,quality and profitability of the Parent Company’s credit portfolio and recommend changes tothe credit evaluation process, credit risk acceptance criteria and the minimum and target returnper credit or investment transaction. All credit risk-taking activities based on the ParentCompany’s established approving authorities are evaluated and approved by this committee.It establishes infrastructure by ensuring business units have the right systems and adequateand competent manpower support to effectively manage its credit risk.
d. Asset-Liability Management Committee (ALCO)ALCO, a management level committee, meets on a weekly basis and is responsible for theover-all management of the Parent Company’s market, liquidity, and financial position relatedrisks. It monitors the Parent Company’s liquidity position and reviews the impact of strategicdecisions on liquidity. It is responsible for managing liquidity risks and ensuring exposuresremain within established tolerance levels. The ALCO’s primary responsibilities include,among others, (a) ensuring that the Parent Company and each business unit holds sufficientliquid assets of appropriate quality and in appropriate currencies to meet short-term fundingand regulatory requirements, (b) managing financial position and ensuring that businessstrategies are consistent with its liquidity, capital and funding strategies, (c) establishing assetand/or liability pricing policies that are consistent with the financial position objectives,(d) recommending market and liquidity risk limits to the Risk Management Committee andBOD and (e) approving the assumptions used in contingency and funding plans. It alsoreviews cash flow forecasts, stress testing scenarios and results, and implements liquiditylimits and guidelines.
e. Risk Management Committee (RMC)RMC is a board level committee who convenes monthly and is primarily responsible to assistthe Board in managing the Parent Company's risk taking activities. This is performed by thecommittee by institutionalizing risk policies and overseeing the Parent Company's riskmanagement system. It develops and recommends risk appetite and tolerances for the ParentCompany's major risk exposures to the Board. Risk management principles, strategies,framework, policies, processes, and initiatives and any modifications and amendments theretoare reviewed and approved by RMC. It oversees and reports to the Board the effectiveness ofthe risk management system, overall risk profile, and compliance with the risk appetite andtolerances that the Board approved.
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f. Risk Management Subcommittee (RMSC)RMSC is a management level committee who convenes monthly and is responsible to assistRMC in fulfilling its responsibilities in managing the Parent Company's risk taking activities.This is performed by the committee by implementing the risk management principles,strategies, framework, policies, processes, and initiatives across the Parent Company. Itleads the effective conduct of risk and capital management. It oversees and directs themanagement of the Parent Company's overall risk profile. The committee likewise overseesrisk incidents, control gaps, and control deficiencies and management actions inimplementing the corresponding corrective actions.
g. Audit Committee (Audit Com)The Audit Com assists the BOD in fulfilling its oversight responsibilities for the financialreporting process, the system of internal control, the audit process, and the Parent Company’sprocess for monitoring compliance with laws and regulation and the code of conduct. Itretains oversight responsibilities for operational risk, the integrity of the Parent Company’sfinancial statements, compliance, legal risk and overall policies and practices relating to riskmanagement. It is tasked to discuss with management the Parent Company’s major riskexposures and ensures accountability on the part of management to monitor and control suchexposures including the Parent Company’s risk assessment and risk management policies.The Audit Com discusses with management and the independent auditor the major issuesregarding accounting principles and financial statement presentation, including any significantchanges in the Parent Company’s selection or application of accounting principles; and majorissues as to the adequacy of the Parent Company’s internal controls; and the effect ofregulatory and accounting initiatives, as well as off-balance sheet structures, on the financialstatements of the Parent Company.
h. Corporate Governance and Compliance Committee (CGCC)The CGCC is responsible for ensuring the BOD’s effectiveness and due observance ofcorporate governance principles and guidelines. It reviews and assesses the adequacy of theCGCC’s charter and Corporate Governance Manual and recommends changes as necessary. Itoversees the implementation of the Parent Company’s compliance program and ensurescompliance issues are resolved expeditiously. It assists Board members in assessing whetherthe Parent Company is managing its compliance risk effectively and ensures regular review ofthe compliance program.
i. Risk Management Division (RMD)RMD performs an independent risk governance function within the Parent Company. RMD istasked with identifying, measuring, controlling and monitoring existing and emerging risksinherent in the Parent Company’s overall portfolio (on- or off-balance sheet). RMD developsand employs risk assessment tools to facilitate risk identification, analysis and measurement.It is responsible for developing and implementing the framework for policies and practices toassess and manage enterprise-wide market, credit, operational, and all other risks of the ParentCompany.
It also develops and endorses risk tolerance limits for BOD approval, as endorsed by theRMC, and monitors compliance with approved risk tolerance limits. Finally, it regularlyapprises the BOD, through the RMC, the results of its risk monitoring.
j. Internal Audit Division (IAD)IAD provides an independent assessment of the Parent Company’s management andeffectiveness of existing internal control systems through adherence testing of processes andcontrols across the organization. The IAD audits risk management processes throughout the
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Parent Company annually or in a cycle depending on the latest audit rating. It employs a risk-based audit approach that examines both the adequacy of the procedures and the ParentCompany’s compliance with the procedures. It discusses the results of all assessments withmanagement, and reports its findings and recommendations to the Audit Committee which inturn, conducts the detailed discussion of the findings and recommendations during its regularmeetings. IAD’s activities are suitably designed to provide the BOD with reasonableassurance that significant financial and operating information is materially complete, reliableand accurate; internal resources are adequately protected; and employee performance is incompliance with the Parent Company’s policies, standards, procedures and applicable lawsand regulations.
k. Compliance DivisionCompliance Division is responsible for reviewing any legal or regulatory matters that couldhave a significant impact on the Parent Company’s financial statements, the ParentCompany’s compliance with applicable laws and regulations, and inquiries received fromregulators or governmental agencies. It reviews the effectiveness and adequacy of the systemfor monitoring compliance with laws and regulations and the results of management'sinvestigation and follow-up (including disciplinary action) for any instances ofnoncompliance.
Credit RiskCredit risk refers to the potential loss of earnings or capital arising from an obligor/s, customer/sor counterparty’s failure to perform and/or to meet the terms of any contract with the Group.Credit risks may last for the entire tenor and set at the full amount of a transaction and in somecases may exceed the original principal exposures. The risk may arise from lending, tradefinancing, trading, investments and other activities undertaken by the Group. To identify andassess this risk, the Group has a structured and standardized credit rating, and approval processaccording to the borrower or business and/or product segment. For large corporate credittransactions, the Parent Company has a comprehensive procedure for credit evaluation, riskassessment and well-defined concentration limits, which are established for each type of borrower.At the portfolio level, which may be on an overall or by product perspective, RMD manages theGroup’s credit risk.
Credit concentrationExcessive concentration of lending plays a significant role in the weakening of asset quality. TheGroup reduces this risk by diversifying its loan portfolio across various sectors and borrowers.The Group believes that good diversification across economic sectors and geographic areas,among others, will enable it to ride through business cycles without causing undue harm to itsasset quality.
RMD reviews the Group’s loan portfolio in line with the Group’s policy of not having significantconcentrations of exposure to specific industries or group of borrowers. Management ofconcentration of risk is by client/counterparty and by industry sector. For risk concentrationmonitoring purposes, the financial assets are broadly categorized into loans and receivables, loansand advances to banks, and investment securities. RMD ensures compliance with BSP’s limit onexposure to any single person or group of connected persons by closely monitoring largeexposures and top 20 borrowers for both single and group accounts.
Aside from ensuring compliance with BSP’s limit on exposures to any single person or group ofconnected persons, it is the Parent Company’s policy to keep the expected loss (determined basedon the credit risk rating of the account) of large exposure accounts to, at most, one and a halfpercent (1.50%) of their aggregate outstanding balance. This is to maintain the quality of the
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Group’s large exposures. With this, accounts with better risk grades are given priority in terms ofbeing granted a bigger share in the Group’s loan facilities.
Aligned with the Manual of Regulations for Banks definition, the Group considers its loanportfolio concentrated if it has exposures of more than thirty percent (30.00%) to a particularindustry.
Credit concentration profile as of December 31, 2015 and 2014Maximum credit risk exposuresThe following table shows the Group’s and the Parent Company’s maximum exposure to creditrisk after taking into account any collateral held or other credit enhancements:
The credit exposures, after due consideration of the allowed credit enhancements, of the Group,are all compliant with the regulatory single borrower’s limit and considered to be the maximumcredit exposure to any client or counterparty.
Concentration by industryAn industry sector analysis of the financial assets of the Group follows:
2015
Loans andReceivables*
Loans andAdvances to
Banks**Investment
Securities*** TotalFinancial intermediaries P=11,228,867 P=44,008,152 P=15,164,959 P=70,401,978Real estate, renting and business activity 19,449,098 − − 19,449,098Private households with employed persons 76,050,821 − − 76,050,821Wholesale and retail trade, repair of motor
vehicles 16,233,879 − − 16,233,879Manufacturing 5,717,379 − − 5,717,379Agriculture, fisheries and forestry 3,303,346 − − 3,303,346Transportation, storage and communication 1,465,465 − − 1,465,465Others**** 29,164,993 − − 29,164,993
P=157,876,799 P=44,008,152 P=15,164,959 P=217,049,910* Includes commitments and contingent accounts.** Comprised of Other cash items, Due from BSP, Due from other banks and IBLR.*** Comprised of Financial assets at FVTPL, Financial assets at FVTOCI and Investment securities at amortized cost.**** Pertains to unclassified loans and receivables, commitments and contingent accounts.
2014
Loans andReceivables*
Loans andAdvances to
Banks**Investment
Securities*** TotalFinancial intermediaries P=16,736,056 P=30,085,290 P=18,991,987 P=65,813,333Real estate, renting and business activity 19,206,893 − − 19,206,893Private households with employed persons 81,835,479 − − 81,835,479Wholesale and retail trade, repair of motor
vehicles 15,387,384 − − 15,387,384Manufacturing 7,880,310 − − 7,880,310Agriculture, fisheries and forestry 2,347,987 − − 2,347,987Transportation, storage and communication 1,023,348 − − 1,023,348Others**** 26,213,540 − − 26,213,540
P=166,819,834 P=30,085,290 P=18,991,987 P=215,897,111* Includes commitments and contingent accounts.** Comprised of Other cash items, Due from BSP, Due from other banks and IBLR.*** Comprised of Financial assets at FVTPL, Financial assets at FVTOCI and Investment securities at amortized cost.**** Pertains to unclassified loans and receivables, commitments and contingent accounts.
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An industry sector analysis of the financial assets of the Parent Company follows:
2015
Loans andReceivables*
Loans andAdvances to
Banks**Investment
Securities*** TotalFinancial intermediaries P=11,121,876 P=43,758,015 P=15,164,959 P=70,044,850Real estate, renting and business activity 19,388,985 − − 19,388,985Private households with employed persons 68,968,907 − − 68,968,907Wholesale and retail trade, repair of motor
vehicles 16,207,978 − − 16,207,978Manufacturing 5,712,036 − − 5,712,036Agriculture, fisheries and forestry 3,070,658 − − 3,070,658Transportation, storage and communication 1,464,952 − − 1,464,952Others**** 30,317,830 − − 30,317,830
P=151,629,533 P=43,758,015 P=15,164,959 P=210,552,507* Includes commitments and contingent accounts.** Comprised of Other cash items, Due from BSP, Due from other banks and IBLR.*** Comprised of Financial assets at FVTPL, Financial assets at FVTOCI and Investment securities at amortized cost.**** Pertains to unclassified loans and receivables, commitments and contingent accounts.
2014
Loans andReceivables*
Loans andAdvances to
Banks**Investment
Securities*** TotalFinancial intermediaries P=16,308,481 P=29,819,601 P=18,991,987 P=65,120,069Real estate, renting and business activity 19,176,794 − − 19,176,794Private households with employed persons 78,045,293 − – 78,045,293Wholesale and retail trade, repair of motor
vehicles 15,355,395 − − 15,355,395Manufacturing 7,875,235 − − 7,875,235Agriculture, fisheries and forestry 1,657,975 − − 1,657,975Transportation, storage and communication 1,023,118 − − 1,023,118Others**** 26,083,041 − − 26,083,041
P=161,797,110 P=29,819,601 P=18,991,987 P=210,608,698* Includes commitments and contingent accounts.** Comprised of Other cash items, Due from BSP, Due from other banks and IBLR.*** Comprised of Financial assets at FVTPL, Financial assets at FVTOCI and Investment securities at amortized cost.**** Pertains to unclassified loans and receivables, commitments and contingent accounts.
Collateral and other credit enhancementsCollaterals are taken into consideration during the loan application process as they offer analternative way of collecting from the client should a default occur. The percentage of loan valueattached to the collateral offered is part of the Group’s lending guidelines. Such percentages takeinto account safety margins for foreign exchange rate exposure/fluctuations, interest rate exposure,and price volatility.
Collaterals are valued according to existing credit policy standards and, following the latestappraisal report, serve as the basis for the amount of the secured loan facility.
Premium security items are collaterals that have the effect of reducing the estimated credit risk fora facility. The primary consideration for enhancements falling under such category is the ease ofconverting them to cash.
The Group is not permitted to sell or re-pledge the collateral in the absence of default by theowner of the collateral. It is the Group’s policy to dispose foreclosed assets in an orderly fashion.The proceeds of the sale of the foreclosed assets, included under Investment Properties, are used toreduce or repay the outstanding claim. In general, the Group does not occupy repossessedproperties for business use.
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As part of the Group’s risk control on security/collateral documentation, standard documents aremade for each security type and deviation from the pro-forma documents are subject to LegalServices Division’s approval prior to acceptance.
Credit collaterals profileThe table below provides the collateral profile of the outstanding loan portfolio of Group and theParent Company:
2015 2014 2015 2014REM* 17.48% 15.33% 9.05% 13.03%Other Collateral** 13.06% 17.86% 37.78% 34.33%Unsecured 69.46% 66.81% 53.17% 52.64%* Real Estate Mortgage** Consists of government securities, stocks and bonds, hold-out on deposits, assignment of receivables etc.
2015 2014 2015 2014REM* 17.48% 15.33% 9.92% 14.29%Other Collateral** 13.06% 17.86% 41.13% 34.41%Unsecured 69.46% 66.81% 48.95% 51.30%* Real Estate Mortgage** Consists of government securities, stocks and bonds, hold-out on deposits, assignment of receivables etc.
As for the computation of credit risk weights, collaterals of the back-to-back and Home Guarantycovered loans, and Philippine sovereign guarantees are the only credit risk mitigants considered aseligible.
Internal Credit Risk Rating SystemThe Parent Company employs a credit scoring system for all corporate borrowers to assess risksrelating to the borrower and the loan exposure. Borrower risk is evaluated by considering(a) quantitative factors under financial condition and (b) qualitative factors, such as managementquality and industry outlook.
Financial condition assessment focuses on profitability, liquidity, capital adequacy, sales growth,production efficiency and leverage. Management quality determination is based on the ParentCompany’s strategies, management competence and skills and management of bankingrelationship. On the other hand, industry prospect is evaluated based on its importance to theeconomy, growth, industry structure and relevant government policies. Based on these factors,each borrower is assigned a Borrower Risk Rating (BRR), an 11-scale scoring system that rangesfrom 1 to 10, including SBL. In addition to the BRR, the Parent Company assigns a Facility RiskRating (FRR) to determine the risk of the prospective (or existing) exposure with respect to eachcredit facility that it applied for (or under which the exposure is accommodated). The FRRfocuses on the quality and quantity of the collateral applicable to the underlying facility,independent of borrower quality. Consideration is given to the availability and amount of anycollateral and the degree of control, which the lender has over the collateral. FRR applies both tobalance sheet facilities and contingent liabilities. One FRR is determined for each individualfacility taking into account the different security arrangements or risk influencing factors to allowa more precise presentation of risk. A borrower with multiple facilities will have one BRR andmultiple FRRs. The combination of the BRR and the FRR results to the Adjusted Borrower RiskRating (ABRR).
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The credit rating for each borrower is reviewed annually. A more frequent review is warranted incases where the borrower has a higher risk profile or when there are extraordinary or adversedevelopments affecting the borrower, the industry and/or the Philippine economy.
The following is a brief explanation of the Parent Company’s risk grades:
Rating Description Account/Borrower Characteristics1 Excellent · low probability of going into default within the coming year; very high debt
service capacity and balance sheets show no sign of any weakness· has ready access to adequate funding sources· high degree of stability, substance and diversity· of the highest quality under virtual economic conditions
2 Strong · low probability of going into default in the coming year· access to money markets is relatively good· business remains viable under normal market conditions· strong market position with a history of successful financial performance· financials show adequate cash flows for debt servicing and generally
conservative balance sheets3 Good · sound but may be susceptible, to a limited extent, to cyclical changes in the
markets in which they operate· financial performance is good and capacity to service debt remains comfortable· cash flows remain healthy and critical balance sheet ratios are at par with
industry norms· reported profits in the past three years and expected to sustain profitability in the
coming year4 Satisfactory · clear risk elements exist and probability of going into default is somewhat
greater, as reflected in the volatility of earnings and overall performance· normally have limited access to public financial markets· able to withstand normal business cycles, but expected to deteriorate beyond
acceptable levels under prolonged unfavorable economic period· combination of reasonably sound asset and cash flow protection
5 Acceptable · risk elements for the Parent Company are sufficiently pronounced, but wouldstill be able to withstand normal business cycles
· immediate deterioration beyond acceptable levels is expected given prolongedunfavorable economic period
· there is sufficient cash flow either historically or expected in the future in spiteof economic downturn combined with asset protection
5B Acceptable · financial condition hard to ascertain due to weak validation of financialstatements coupled by funding leakages to other business interests whosefinancial condition is generally unknown
· continuous decline in revenues and margins due to competition; increasing debtlevels not commensurate to growth in revenues and funding requirements
· thin margin business with banks financing bulk of working capital and capexrequirements coupled by substantial dividend pay-outs
· chronically tight cashflows with operating income negative or barely enough fordebt servicing
· lines with banks maxed out and availments evergreen with minimal paymentsmade over time or with past record of past due loans with other banks, cancelledcredit cards and court cases
6 Watchlist · affected by unfavorable industry or company-specific risk factors· operating performance and financial strength may be marginal and ability to
attract alternative sources of finance is uncertain· difficulty in coping with any significant economic downturn; some payment
defaults encountered· net losses for at least two consecutive years
7 Special Mention · ability or willingness to service debt are in doubt· weakened creditworthiness· expected to experience financial difficulties, putting the Parent Company’s
exposure at risk
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Rating Description Account/Borrower Characteristics8 Substandard · collectability of principal or interest becomes questionable by reason of adverse
developments or important weaknesses in financial cover· negative cash flows from operations and negative interest coverage· past due for more than 90 days· there exists the possibility of future loss to the Parent Company unless given
closer supervision9 Doubtful · unable or unwilling to service debt over an extended period of time and near
future prospects of orderly debt service are doubtful· with non-performing loan (NPL) status· previously rated ‘Substandard’ by the BSP· loss on credit exposure unavoidable
10 Loss · totally uncollectible· prospect of re-establishment of creditworthiness and debt service is remote· lender shall take or has taken title to the assets and is preparing foreclosure
and/or liquidation although partial recovery may be obtained in the future· considered uncollectible or worthless and of such little value that continuance as
bankable assets is not warranted although the loans may have some recovery orsalvage value
It is the Parent Company’s policy to maintain accurate and consistent risk ratings across the creditportfolio. This facilitates a focused management of the applicable risk and the comparison ofcredit exposures across all lines of business, geographic regions and products. The rating systemis supported by a variety of financial analytics, combined with processed market information toprovide the main inputs for the measurement of counterparty risk. All internal risk ratings aretailored to the various categories and are derived in accordance with the Parent Company’s ratingpolicy. The risk ratings are assessed and updated regularly.
Credit Quality Profile as of December 31, 2015 and 2014External ratingsThe Group also uses external ratings, such as Standard & Poor’s, Moody’s, and Fitch, to evaluateits counterparties and in its assignment of credit risk weights to its banking book exposures.Transactions falling under this category are normally of the following nature: placements withother banks, money market lending, debt security investments, and to some extent, equity securityinvestments.
Investments and financial securitiesThe table below shows credit quality, based on external ratings, per class of financial assets thatare neither past due nor impaired of the Group:
2015AA/A BB/B Unrated Total
Due from BSP P=30,908,680 P=– P=– P=30,908,680Due from other banks 5,348,811 3,110 25,005 5,376,926IBLR 7,722,546 – – 7,722,546Financial assets at FVTPL:
Due from BSP P=23,128,678 P=− P=− P=23,128,678Due from other banks 3,379,539 81,062 119,927 3,580,528IBLR 2,893,384 – – 2,893,384Financial assets at FVTPL:
The table below shows credit quality, based on external ratings, per class of financial assets thatare neither past due nor impaired of the Parent Company:
2015AA/A BB/B Unrated Total
Due from BSP P=30,725,169 P=– P=– P=30,725,169Due from other banks 5,282,184 3,110 25,005 5,310,299IBLR 7,722,546 – – 7,722,546Financial assets at FVTPL:
Due from BSP P=22,970,798 P=– P=– P=22,970,798Due from other banks 3,292,987 81,062 119,927 3,493,976IBLR 2,893,384 – – 2,893,384Financial assets at FVTPL:
The tables below show the credit quality, based on the credit rating system, by class of loans andreceivables that are neither past due nor impaired of the Group:
The tables below show the credit quality, based on the credit rating system, by class of loans andreceivables that are neither past due nor impaired of the Parent Company:
Borrowers with unquestionable repaying capacity and to whom the Group is prepared to lend onan unsecured basis, either partially or totally, are generally rated as High Grade borrowers.
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Included in the High Grade category are those accounts that fall under ‘Excellent’, ‘Strong’,‘Good’ and ‘Satisfactory’ categories under ICRRS (with rating of 1-4).
Standard rated borrowers normally require tangible collateral, such as real estate mortgage (REM),to either fully or partially secure the credit facilities as such accounts indicate a relatively highercredit risk than those considered as High Grade. Included in Standard Grade category are thoseaccounts that fall under ‘Acceptable’, ‘Watchlist’ and ‘Special mention’ categories under ICRRS(with rating of 5-7).
Substandard Grade accounts pertain to corporate accounts falling under the ‘Substandard,’‘Doubtful’ and ‘Loss’ categories under ICRRS (with rating of 8-10) and unsecured revolvingcredit facilities.
Those accounts that are classified as unrated includes unquoted debt securities, accountsreceivable, accrued interest receivable and sales contract receivable for which the Group has notyet established a credit rating system.
Impairment AssessmentOn a regular basis, the Group conducts an impairment assessment exercise to determine expectedlosses on its loans portfolio.
The main considerations for the loan impairment assessment include whether any payments ofprincipal or interest are overdue by more than 30 to 90 days as applicable, or if there are anyknown difficulties in the cash flows of counterparties, credit rating downgrades, or infringement ofthe original terms of the contract. The Group addresses impairment assessment in two areas:specific or individually assessed allowances and collectively assessed allowances.
a. Specific Impairment TestingSpecific impairment testing is the process whereby classified accounts are individuallysignificant subject to impairment testing. Classified accounts are past due accounts andaccounts whose credit standing and/or collateral has weakened due to varying circumstances.This present status of the account may adversely affect the collection of both principal andinterest payments.
Indicators of impairment testing are past due accounts, decline in credit rating fromindependent rating agencies and recurring net losses.
The net recoverable amount is computed using the present value approach. The discount rateused for loans with fixed and floating interest rate is the original effective interest rate and lastrepriced interest rate, respectively. Net recoverable amount is the total cash inflows to becollected over the entire term of the loan or the expected proceeds from the sale of collateral.Specific impairment testing parameters include the account information (original andoutstanding loan amount), interest rate (nominal and historical effective) and the businessplan. Also included are the expected date of recovery, expected cash flows, probability ofcollection, and the carrying value of loan and net recoverable amount.
The Group conducts specific impairment testing on significant classified and restructuredcorporate accounts.
b. Collective Impairment TestingAll other accounts which were not individually assessed are grouped based on similar creditcharacteristics and are collectively assessed for impairment under the Collective Impairment
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Testing. This is also in accordance with PAS 39, which provides that all loan accounts notincluded in the specific impairment test shall be subjected to collective testing.
Collective impairment testing of corporate accountsCorporate accounts, which are unclassified and with current status are grouped in accordancewith the Parent Company’s internal credit risk rating. Each internal credit risk rating wouldfetch an equivalent loss impairment where the estimated loss is determined in consideration ofthe Parent Company’s historical loss experience. Impairment loss is derived by multiplyingthe outstanding loan balance on a per internal credit risk rating basis against a factor rate. Thefactor rate, which estimates the expected loss from the credit exposure, is the product of theDefault Rate (DR) and the Loss Given Default Rate (LGDR). DR is estimated based on the3-year historical average default experience by internal credit risk rating of the ParentCompany, while, LGDR is estimated based on loss experience (net of recoveries fromcollateral) for the same reference period.
Collective impairment testing of consumer accountsConsumer accounts, both in current and past due status are collectively tested for impairmentas required under PAS 39. Accounts are grouped by type of product - personal loans, salaryloans, housing loans, auto loans and credit cards.
The estimation of the impaired consumer products’ estimated loss is based on three majorconcepts: age buckets, probability of default and recoverability. Per product, exposures arecategorized according to their state of delinquency - (1) current and (2) past due (which issubdivided into 30, 60, 90, 120, 150, 180 and more than 180 days past due). Auto, housingand salary loans have an additional bucket for its items in litigation accounts. The Grouppartitions its exposures as it recognizes that the age buckets have different rates and/ orprobabilities of default. The initial estimates of losses per product due to default are thenadjusted based on the recoverability of cash flows, to calculate the expected loss of the Group.Auto and housing loans consider the proceeds from the eventual sale of foreclosed collateralsin approximating its recovery rate; while credit cards, salary loans and personal loans dependon the collection experience of its receivables. Further for housing loans, due to the nature ofthe assets offered as security, and as the exposures are limited to a certain percentage of thesame, this product possess the unique quality of obtaining full recoverability. These defaultand recovery rates are based on the Group’s historical experience, which covers a minimum oftwo to three (2-3) years cycle, depending on the availability and relevance of data.
The table below shows the aging analysis of the past due but not impaired loans and receivablesper class of the Group and of the Parent Company. Under PFRS 7, a financial asset is past duewhen a counterparty has failed to make payments when contractually due.
Collaterals of past due but not impaired loans mostly consist of real estate mortgage (REM) ofindustrial, commercial, residential and developed agricultural real estate properties.
Credit risk weighting as of December 31, 2015 and 2014Total credit risk exposure after risk mitigationThe table below shows the different credit risk exposures of the Group and of the Parent Companyafter credit risk mitigation, by risk weight applied in accordance with BSP Circular No. 538(amounts in thousands):
Liquidity RiskLiquidity risk is the risk that sufficient funds are unavailable to adequately meet all maturingliabilities, including demand deposits and off-balance sheet commitments. The mainresponsibility of daily asset liability management lies with the Parent Company’s Treasury Group,specifically the Liquidity Desk, and the Subsidiary’s Fund Management Department which aretasked to manage the balance sheet and have thorough understanding of the risk elements involvedin the respective businesses. Both the Parent Company and the Subsidiary’s liquidity riskmanagement are then monitored through each entity’s ALCO. Resulting analysis of the balancesheet along with the recommendation is presented during the weekly ALCO meeting wheredeliberations, formulation of actions and decisions are made to minimize risk and maximizereturns. Discussions include actions taken in the previous ALCO meeting, economic and marketstatus and outlook, liquidity risk, pricing and interest rate structure, limit status and utilization. Toensure that both the Parent Company and Subsidiary has sufficient liquidity at all times, therespective ALCO formulates a contingency funding plan which sets out the amount and thesources of funds (such as unutilized credit facilities) available to both entities and thecircumstances under which such funds will be used.
By way of the Maximum Cumulative Outflow (MCO) limit, the Group is able to manage its long-term liquidity risks by placing a cap on the outflow of cash on a per tenor and on a cumulativebasis. The Group takes a multi-tiered approach to maintaining liquid assets. The Group’sprincipal source of liquidity is comprised of COCI, Due from BSP, Due from other banks andIBLR with maturities of less than one year. In addition to regulatory reserves, the ParentCompany maintains a sufficient level of secondary reserves in the form of liquid assets such asshort-term trading and investment securities that can be realized quickly.
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Analysis of financial assets and liabilities by remaining contractual maturitiesThe table below shows the maturity profile of the financial assets and liabilities of the Group andof the Parent Company, based on its internal methodology that manages liquidity based oncontractual undiscounted cash flows (amounts in millions):
Consolidated2015
On demandUp to
1 month>1 to 3
months>3 to 6
months>6 to 12months
Beyond 1year Total
Financial AssetsCash and cash equivalents* P=49,908 P=– P=– P=– P=– P=127 P=50,035Investments and trading
P=1,224 P=10,800 P=12,131 P=11,663 P=4,725 P=179,546 P=220,089*** Consist of cash and cash other items, due from BSP, due from other banks and IBLR*** Consist of financial assets at FVTPL, investment securities at amortized cost, financial assets at FVTOCI and interest receivables
from investment securities at amortized cost.*** Consist of loans and receivables, sales contract receivables, bills purchased, accrued interest receivables, accounts receivables,
unearned discounts, allowance for probable losses, investment properties, other intangible assets and other assets.****Consist of demand and savings deposit, time certificate of deposit, long term negotiable certificates of deposit and interest payable
for these deposit liabilities.
Consolidated2014
On demandUp to
1 month>1 to 3months
>3 to 6months
>6 to 12months
Beyond 1year Total
Financial AssetsCash and cash equivalents* P=35,510 P=– P=– P=– P=– P=720 P=36,230Investments and trading
P=1,383 P=12,132 P=7,305 P=7,293 P=3,201 P=144,076 P=175,390** * Consist of cash and cash other items, due from BSP, due from other banks and IBLR** * Consist of financial assets at FVTPL, investment securities at amortized cost, financial assets at FVTOCI and interest receivables
from investment securities at amortized cost.*** Consist of loans and receivables, sales contract receivables, bills purchased, accrued interest receivables, accounts receivables,
unearned discounts, allowance for probable losses, investment properties, other intangible assets and other assets.****Consist of demand and savings deposit, time certificate of deposit, long term negotiable certificates of deposit and interest payable
for these deposit liabilities.
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Parent Company2015
On demandUp to
1 month>1 to 3
months>3 to 6
months>6 to 12months
Beyond 1year Total
Financial AssetsCash and cash equivalents* P=49,295 P=– P=– P=– P=– P=127 P=49,422Investments and trading
P=1,224 P=10,461 P=11,679 P=11,117 P=4,470 P=174,076 P=213,027*** Consist of cash and cash other items, due from BSP, due from other banks and IBLR*** Consist of financial assets at FVTPL, investment securities at amortized cost, financial assets at FVTOCI and interest receivables
from investment securities at amortized cost.*** Consist of loans and receivables, sales contract receivables, bills purchased, accrued interest receivables, accounts receivables,
unearned discounts, allowance for probable losses, investment properties, other intangible assets and other assets.****Consist of demand and savings deposit, time certificate of deposit, long term negotiable certificates of deposit and interest payable
for these deposit liabilities.Parent Company
2014
On demandUp to
1 month>1 to 3months
>3 to 6months
>6 to 12months
Beyond 1year Total
Financial AssetsCash and cash equivalents* P=35,270 P=– P=– P=– P=– P=633 P=35,903Investments and trading
P=1,383 P=11,703 P=7,089 P=7,181 P=3,124 P=139,524 P=170,004*** Consist of cash and cash other items, due from BSP, due from other banks and IBLR*** Consist of financial assets at FVTPL, investment securities at amortized cost, financial assets at FVTOCI and interest receivables
from investment securities at amortized cost.*** Consist of loans and receivables, sales contract receivables, bills purchased, accrued interest receivables, accounts receivables,
unearned discounts, allowance for probable losses, investment properties, other intangible assets and other assets.****Consist of demand and savings deposit, time certificate of deposit, long term negotiable certificates of deposit and interest payable
for these deposit liabilities.
The Parent Company manages liquidity by maintaining sufficient liquid assets in the form ofcash and cash equivalents, investment securities and loan receivables. As of December 31, 2015and 2014, P=69.85 billion and P=49.34 billion, respectively, or 42.10% and 39.28%, respectively, ofthe Parent Company’s total gross loans and receivables had remaining maturities of less than one(1) year. The total portfolio of trading and investment securities is comprised mostly ofsovereign-issued securities that have high market liquidity. The Parent Company was fullycompliant with BSP’s limits on FCDU Asset Cover and FCDU Liquid Assets Cover, havingreported ratios above 100.00% as of December 31, 2015 and 2014. With the above presentedliquidity profile, the Group remains to be inhibited from liquidity risk that it can’t adequatelymanage.
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Market RiskMarket risk is the risk that the fair value or future cash flows of financial instruments will fluctuatedue to changes in market variables such as interest rates, foreign exchange rates, and equity prices.The Parent Company treats exposures to market risk as either for trading or accrual/balance sheetexposure. The market risk for the trading portfolio is measured using Value at Risk (VaR).Interest rate risk of accrual portfolios in the Banking Book are measured using Earnings at Risk(EaR).
Market risk in the trading bookThe Board has set limits on the level of market risk that may be accepted. VaR limits are appliedat the business unit level and approved by the BOD based on, among other things, a businessunit’s capacity to manage price risks, the size and distribution of the aggregate exposure to pricerisks and the expected return relative to price risks.
The Parent Company applies the VaR methodology to assess the market sensitive positions heldfor trading and to estimate the potential economic loss based on parameters and assumptions.VaR is a method used in measuring market risk by estimating the potential negative change in themarket value of a portfolio at a given confidence level and over a specified time horizon.
Objectives and limitations of the VaR MethodologyThe Parent Company uses the VaR model of Bloomberg Portfolio Analytics using one-yearhistorical data set to assess possible changes in the market value of the Fixed Income, Equities,and Foreign Exchange trading portfolio. VaR for the US Treasury Futures is measured usingHistorical Simulation using the Bloomberg Multi Asset Risk System. The Interest Rate Swaps(IRS) and FX Forwards (Outright and forward leg of FX Swaps) trading portfolio’s interest raterisk is measured using Monte Carlo VaR. The VaR models are designed to measure market risk ina normal market environment. The use of VaR has limitations because correlations and volatilitiesin market prices are based on historical data and VaR assumes that future price movements willfollow a statistical distribution. Due to the fact that VaR relies heavily on historical data toprovide information and may not clearly predict the future changes and modifications of the riskfactors, the probability of large market moves may be underestimated.
VaR may also be under or over estimated due to assumptions placed on risk factors and therelationship between such factors for specific instruments. Even though positions may changethroughout the day, VaR only represents the risk of the portfolio at the close of each business day,and it does not account for any losses that may occur beyond the specified confidence level.
In practice, actual trading results will differ from the VaR calculation and, in particular, thecalculation does not provide a meaningful indication of profits and losses in stressed marketconditions. To determine the reliability of the VaR model, actual outcomes are monitored throughhypothetical and actual backtesting to test the accuracy of the VaR model.
Stress testing provides a means of complementing VaR by simulating the potential loss impact onmarket risk positions from extreme market conditions, such as risk factor movements based onhistorical financial market stress conditions and scenarios adopted from the uniform stress testingframework of the BSP.
VaR assumptionsThe VaR that the Parent Company use is premised on a 99% confidence level that this potentialloss estimate is not expected to be exceeded if the current market risk positions were to be heldunchanged for a given holding period. Foreign exchange and US Treasury Futures VaR ismeasured using one (1) day holding period while fixed income VaR has holding period of five (5)
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days. Furthermore, the Parent Company’s equity and interest rate swap (IRS) trading positions areassumed to be closed out in ten (10) days. The use of a 99% confidence level means that withinthe set time horizon, losses exceeding the VaR figure should occur, on average, not more thanonce every hundred days.
VaR is an integral part of the Parent Company’s market risk management and encompassesinvestment positions held for trading. VaR exposures form part of the market risk monitoringwhich is reviewed daily against the limit approved by the Board. The trading activities arecontrolled through the Market Risk Limit (MRL), which is a dynamic risk limit anchored on theprinciple of risk and return which is adjusted for any trading income that would exceed targetsthroughout the year. RMD reports compliance to the MRL and trader’s VaR limits on a dailybasis. If the MRL or individual trader’s limit is exceeded, such occurrence is promptly reported tothe Treasurer, Chief Operating Officer, Chief Risk Officer and the President, and further to theBoard through the RMC.
The table below pertains to interest rate risk of the Parent Company’s fixed income tradingportfolio (amounts in thousands):
2015 2014Year-end VaR P=162,989 P=200,969Average VaR 186,191 107,839Highest VaR 379,820 233,073Lowest VaR 21,620 8,023
The year-end VaR for 2015 was based on the Parent Company’s fixed income trading book valuedat P=8.50 billion with average yields of 3.85% and 3.55% for the Peso and Foreign currencydenominated bonds, respectively. Its average maturities are 4 years and 4 months for the Pesoportfolio and 5 years and 6 months for the foreign currency portfolio.
The year-end VaR for 2014 was based on the Parent Company’s fixed income trading book valuedat P=9.90 billion with average yields of 3.73% and 3.90% for the Peso and Foreign currencydenominated bonds, respectively. Its average maturities are 8 years and 5 months for the Pesoportfolio and 11 years and 2 months for the foreign currency portfolio.
The market risk in the Parent Company’s US Treasury Futures trading positions is shown in thetable below (amounts in thousands):
2015 2014Year-end VaR P=– P=–Average VaR 154 –Highest VaR 581 –Lowest VaR – –
The Parent Company commenced its US Treasury Futures trading in December 2015.
The market risk in the Parent Company’s IRS trading positions is shown in the table below(amounts in thousands):
2015 2014Year-end VaR P=21,842 P=8,674Average VaR 19,965 4,521Highest VaR 25,982 8,674Lowest VaR 7,444 3,789
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As of December 31, 2015, the Parent Company’s IRS positions have a notional amount of$20.00 million where it pays fixed rate and receives floating rate interest.
The Parent Company commenced entering into IRS in December 2014 with a notional amount of$10.00 million where the Parent Company pays fixed rate and receives floating rate interest.
The table below pertains to the market risk of the Parent Company’s equity trading positions(amounts in thousands):
2015 2014Year-end VaR P=– P=664Average VaR 806 13,618Highest VaR 6,753 49,371Lowest VaR – 664
Foreign Currency RiskThe Parent Company holds foreign currency denominated assets and liabilities, thus, fluctuationson the foreign exchange rates can affect the financials and cash flows of the Parent Company.Managing the foreign exchange exposure is important for banks with exposures in foreigncurrencies. It includes purchase or sell of foreign currency in order to control the impact ofchanges in exchange rates on the financial position of the Parent Company.
The table below pertains to the foreign exchange risk of the Parent Company (amounts inthousands):
2015 2014Year-end VaR P=3,161 P=4,369Average VaR 2,329 1,780Highest VaR 6,462 6,571Lowest VaR 33 10
The Parent Company’s foreign currency exposures emanate from its net open spot and forward FXpurchase and sell transactions, and net foreign currency income accumulated over the years of itsoperations. Foreign currency-denominated deposits are generally used to fund the ParentCompany’s foreign currency-denominated loan and investment portfolio in the FCDU. In theFCDU books, BSP requires banks to match the foreign currency assets with the foreign currencyliabilities. Thus, banks are required to maintain at all times a 100.00% cover for their currencyliabilities held through FCDU. The Parent Company is in compliance with said regulation as ofDecember 31, 2015 and 2014.
Total foreign currency position is monitored through the daily BSP FX position reports, which aresubject to the overbought and oversold limits set by the BSP at 20.00% of unimpaired capital or$50.00 million, whichever is lower. Internal limits regarding the intraday trading and end-of-daytrading positions in FX, which take into account the trading desk and the branch FX transactions,are also monitored.
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The table below summarizes the exposure to foreign currencies of the Parent Company as ofDecember 31, 2015 and 2014 (amounts in thousands):
2015
USDOther
Currencies TotalAssetsGross FX assets $695,395 $13,530 $708,925Contingent FX assets 26,000 2,197 28,197
721,395 15,727 737,122LiabilitiesGross FX liabilities 686,129 13,091 699,220Contingent FX liabilities 29,170 – 29,170
The table below indicates the sensitivity of the currencies which the Parent Company hadsignificant exposures as of December 31, 2015 and 2014 (amounts in millions):
The analysis calculates the effect of a reasonably possible movement of the currency rate againstthe Peso, with all other variables held constant, on the statement of income. A negative amountreflects a potential net reduction in net income while a positive amount reflects a net potentialincrease. There is no other impact on the Parent Company’s equity other than those alreadyaffecting the statements of income.
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Market Risk in the Banking Book
Interest rate riskA critical element of risk management program consists of measuring and monitoring the risksassociated with fluctuations in market interest rates on the Group’s net interest income. The short-term nature of its assets and liabilities reduces the exposure of its net interest income to such risks.
The Parent Company employs re-pricing gap analysis on a monthly basis to measure the interestrate sensitivity of its assets and liabilities. The re-pricing gap analysis measures, for any givenperiod, any mismatches between the amounts of interest-earning assets and interest-bearingliabilities that would re-price, or mature (for contracts that do not re-price), during that period.The re-pricing gap is calculated by first distributing the assets and liabilities contained in theGroup’s statement of financial position into tenor buckets according to the time remaining to thenext re-pricing date (or the time remaining to maturity if there is no re-pricing), and then obtainingthe difference between the total of the re-pricing (interest rate sensitive) assets and re-pricing(interest rate sensitive) liabilities. If there is a positive gap, there is asset sensitivity whichgenerally means that an increase in interest rates would have a positive effect on the Group’s netinterest income. If there is a negative gap, this generally means that an increase in interest rateswould have a negative effect on net interest income.
The following table provides for the average interest rates by period of re-pricing (or by period ofmaturity if there is no re-pricing) of the Group as of December 31, 2015 and 2014:
The following table provides for the average interest rates by period of re-pricing (or by period ofmaturity if there is no re-pricing) of the Parent Company as of December 31, 2015 and 2014:
Total financial liabilities 44,734 13,829 2,171 1,264 23,592 85,590Asset-liability gap (P=12,382) (P=4,933) P=3,764 P=4,120 P=33,566 P=24,135
With the above negative re-pricing profile, the Group could expect positive returns from thefollowing months after the end of 2015 should there be a downward movement in interest rates.
The Group also monitors its exposure to fluctuations in interest rates by using scenario analysis toestimate the impact of interest rate movements on its interest income. This is done by modelingthe impact to the Group’s interest income and interest expenses of different parallel changes in theinterest rate curve, assuming the parallel change only occurs once and the interest rate curve afterthe parallel change does not change again for the next twelve months.
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The following table sets forth, for the period indicated, the impact of changes in interest rates onthe Group’s non-trading net interest income (amounts in millions). There is no other impact onthe Group’s equity other than those already affecting the statements of income.
Change in basis points 2015 2014+100bps (P=252.9) (P=165.5)-100bps 252.9 165.5
The following table sets forth, for the period indicated, the impact of changes in interest rates onthe Parent Company’s non-trading net interest income (amounts in millions). There is no otherimpact on the Parent Company’s equity other than those already affecting the statements ofincome.
Change in basis points 2015 2014+100bps (P=188.2) (P=149.7)-100bps 188.2 149.7
Market Risk Weighting as of December 31, 2015 and 2014The table below shows the different market risk-weighted assets (amounts in millions) of theParent Company using the standardized approach:
Type of Market Risk Exposure 2015 2014Interest Rate Exposures P=5,419 P=7,791Foreign Exchange Exposures 411 572
P=5,830 P=8,363
Only the Parent Company has a trading book portfolio.
Operational RiskOperational risk is the loss resulting from inadequate or failed internal processes, people andsystems or from external events. It includes legal, compliance and reputational risks but excludesstrategic risk.
Adopting the Basic Indicator Approach in computing, below is the total operational risk-weightedassets of the Group and Parent Company (amounts in millions).
2015 2014Group P=22,426 P=18,152Parent Company 21,167 17,419
Other Risk ExposuresGroup risk exposures other than credit, market, liquidity and operational, while existent, aredeemed insignificant relative to the mentioned risks and if taken in isolation. Hence, managementof these risks are instead collectively performed and made an integral part of the Group’s internalcapital adequacy assessment process (ICAAP) and enterprise risk management initiatives.
The last internal capital adequacy assessment results of the Group show that these other risksremain insignificant to pose a threat on the Group’s capacity to comply with the minimum capitaladequacy ratio of 10% as prescribed by BSP.
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5. Fair Value Measurement
The following table provides the fair value hierarchy of the Group’s and of the Parent Company’sassets and liabilities measured at fair value and those for which fair values are required to bedisclosed:
Total liabilities P=79,628,256 P=81,418,462 P=– P=101,290 P=81,317,172
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In 2015 and 2014, there were no transfers between Level 1 and Level 2 fair value measurements,and no transfers into and out of Level 3 fair value measurements.
The methods and assumptions used by the Group in estimating the fair value of the financialinstruments are:
COCI, due from BSP and other banks and IBLR - The carrying amounts approximate fair valuesdue to the short-term nature of these accounts. IBLR consist mostly of overnight deposits andfloating rate placements.
Loans and receivables - Fair values of loans and receivables are estimated using the discountedcash flow methodology, using the Parent Company’s current incremental lending rates for similartypes of loans and receivables.
Debt securities - Fair values are generally based on quoted market prices. If the market prices arenot readily available, fair values are estimated using either values obtained from independentparties offering pricing services or adjusted quoted market prices of comparable investments orusing the discounted cash flow methodology.
Equity securities - Fair values of quoted equity securities are based on quoted market prices.Unquoted equity investments are simply carried at cost since there is insufficient informationavailable to determine fair values.
Derivative instruments - Fair values of derivative instruments, mainly forwards and swaps, arevalued using a valuation technique with market observable inputs. The most frequently appliedvaluation technique is forward pricing, which uses present value calculations. The modelincorporates various inputs including the foreign exchange rates and interest rate curves prevailingat the statement of financial position date.
Liabilities - The fair values of liabilities approximate their carrying amounts due to either thedemand nature or the relatively short-term maturities of these liabilities except for time depositliabilities, LTNCD and subordinated debt whose fair value are estimated using the discounted cashflow methodology using the Parent Company’s incremental borrowing rates for similarborrowings with maturities consistent with those remaining for the liability being valued.
Derivative Financial InstrumentsThe Parent Company’s freestanding derivative financial instruments, which mainly consist offoreign currency forwards and swaps, and interest rate swaps, are transactions not designated ashedges. The table below sets out information about the Parent Company’s derivative financialinstruments and the related fair value as of December 31, 2015 and 2014:
The net movements in fair value changes of all derivative instruments are as follows:
2015 2014Derivative assets (liabilities) - net at beginning
of year P=9,378 (P=21,927)Changes in fair value of derivatives (1,616,224) (827,779)Fair value of settled instruments 1,590,582 859,084Derivative assets (liabilities) - net at end of year (P=16,264) P=9,378
Fair value changes of foreign currency forwards and swaps are recognized as Foreign exchangegain in the statements of income while fair value changes of interest rate swaps are recognized aspart of Trading and securities gain (see Note 8).
6. Segment Reporting
The Group’s main operating businesses are organized and managed primarily, according to thecurrent organizational structure. Each segment represents a strategic business unit that caters tothe bank’s identified markets. The Group’s business segments are:
(a) Retail banking - this segment mainly covers traditional branch banking products and servicessuch as deposits, back-to-back/emerging market loans and other over-the-counter (OTC)transactions. It likewise caters to the needs of high net-worth clients for alternativeinvestment channels. It includes entire transaction processing, service delivery andinfrastructure consisting of the Group’s network of branches, automated teller machines aswell as its internet banking platform;
(b) Corporate banking - this segment handles lending and trade financing for both largecorporations and middle market clients;
(c) Consumer banking - this segment primarily caters to loans for individuals;
(d) Treasury and Trust - this segment consists of Treasury and Trust operations of the Group.Treasury focuses on providing money market, trading and treasury services, as well as themanagement of the Group’s funding operations through debt securities, placements andacceptances with other banks. Trust includes fund management, investment managementservices, custodianship, administration and collateral agency services, and stock and transferagency services. In addition, the Parent Company through Trust, provides retail customerswith alternative investment opportunities through its unit investment fund products;
The ‘Elimination Items’ includes the Group’s executive office and elimination items related to theGroup’s segment reporting framework.
Management monitors the operating results of its business units separately for the purpose ofmaking decisions about resource allocation and performance assessment. Segment assets arethose operating assets employed by a segment in its operating activities and are either directlyattributable to the segment or can be allocated to the segment on a reasonable basis. Segmentliabilities are those operating liabilities that result from the operating activities of a segment andare either directly attributable to the segment or can be allocated to the segment on a reasonablebasis. Interest income is reported net, as management primarily relies on the net interest incomeas performance measure, not the gross income and expense.
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The Group’s revenue-producing assets are located in the Philippines (i.e., one geographicallocation); therefore, geographical segment information is no longer presented. The Group has nosignificant customers which contribute 10.00% or more of the consolidated revenue, net of interestexpense.
The segment results include internal transfer pricing adjustments across business units as deemedappropriate by management. Transactions between segments are conducted at estimated marketrates on an arm’s length basis. Interest is charged/credited to the business units based on a poolrate which approximates the marginal cost of funds.
Segment information of the Group as of and for the years ended December 31, 2015, 2014 and2013 follow (amounts in millions):
2015Retail
BankingCorporate
BankingConsumer
BankingTreasury
and TrustElimination
Items TotalStatement of IncomeNet Interest Income: Third Party P=3,207 P=719 P=7,804 P=52 P=558 P=12,340 Intersegment 3 364 − − (367) −
3,210 1,083 7,804 52 191 12,340Noninterest Income 942 92 2,889 (74) 127 3,976Revenue - Net of Interest Expense 4,152 1,175 10,693 (22) 318 16,316Noninterest Expense (4,903) (734) (7,164) (272) (580) (13,653)Income Before Income Tax (751) 441 3,529 (294) (262) 2,663Provision for Income Tax − − − − (659) (659)Net Income for the Year (P=751) P=441 P=3,529 (P=294) (P=921) P=2,004Statement of Financial PositionTotal Assets P=40,431 P=67,353 P=76,798 P=26,066 P=22,208 P=232,856Total Liabilities 174,295 24,846 2,056 11,796 (11,539) 201,454Statement of IncomeDepreciation and Amortization 570 18 280 12 77 957Provision for Impairment and Credit
Losses 18 258 3,364 4 255 3,899
2014Retail
BankingCorporate
BankingConsumer
BankingTreasury
and TrustElimination
Items TotalStatement of IncomeNet Interest Income: Third Party P=2,754 P=703 P=6,263 P=84 P=222 P=10,026 Intersegment 53 578 − − (631) −
2,807 1,281 6,263 84 (409) 10,026Noninterest Income 765 214 2,839 810 232 4,860Revenue - Net of Interest Expense 3,572 1,495 9,102 894 (177) 14,886Noninterest Expense (4,180) (746) (6,281) (267) (775) (12,249)Income Before Income Tax (608) 749 2,821 627 (952) 2,637Provision for Income Tax − − − − (564) (564)Net Income for the Year (P=608) P=749 P=2,821 P=627 (P=1,516) P=2,073Statement of Financial PositionTotal Assets P=37,246 P=61,300 P=57,649 P=18,048 P=14,020 P=188,263Total Liabilities 141,846 36,105 2,971 14,360 (28,467) 166,815Statement of IncomeDepreciation and Amortization 574 24 191 15 58 862Provision for Impairment and Credit
Losses 5 251 2,642 − 413 3,311
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2013Retail
BankingCorporate
BankingConsumer
BankingTreasury
and TrustElimination
Items TotalStatement of IncomeNet Interest Income: Third Party P=2,122 P=597 P=5,334 P=5 P=335 P=8,393 Intersegment 50 426 − − (476) −
2,172 1,023 5,334 5 (141) 8,393Noninterest Income 654 56 2,391 1,474 197 4,772Revenue - Net of Interest Expense 2,826 1,079 7,725 1,479 56 13,165Noninterest Expense (3,440) (761) (5,456) (267) (966) (10,890)Income Before Income Tax (614) 318 2,269 1,212 (910) 2,275Provision for Income Tax − − − − (219) (219)Net Income for the Year (P=614) P=318 P=2,269 P=1,212 (P=1,129) P=2,056
Statement of Financial PositionTotal Assets P=25,539 P=47,192 P=44,414 P=10,124 P=15,030 P=142,299Total Liabilities 109,315 21,556 1,806 10,579 (20,350) 122,906Statement of IncomeDepreciation and Amortization 417 27 191 17 66 718Provision for Impairment and Credit
Losses 3 376 2,191 4 526 3,100
Noninterest income consists of service charges, fees and commissions, gain on sale of assets, gainon asset foreclosure and dacion transactions, trading and securities gain, gain on sale ofinvestment securities at amortized cost, foreign exchange gain, trust income, share in net loss of ajoint venture and miscellaneous income. The share in net loss of a joint venture has been presentedas part of the elimination items in the Group’s segment reporting framework. Noninterest expenseconsists of compensation and fringe benefits, taxes and licenses, depreciation and amortization,rent, amortization of intangible assets, provision for impairment and credit losses, andmiscellaneous expenses.
7. Merger of Green Bank, Inc. with the Parent Company
On June 21, 2013, the Parent Company and GBI entered into a Plan of Merger Agreement. Underthe agreement, GBI will be merged to the Parent Company upon completion of its equityrestructuring and the transfer of certain assets and liabilities to EWRB. GBI’s equity restructuringand the transfer of assets and liabilities to EWRB were completed in 2013.
On March 28, 2014 and June 5, 2014, the BSP and the SEC, respectively, approved the merger ofthe Parent Company and GBI. On July 31, 2014, the Parent Company and GBI concluded itsmerger.
The assets and liabilities of GBI merged to the Parent Company were based on the carryingamounts in the consolidated financial statements of the Parent Company. The following are thecarrying amounts of the assets and liabilities of GBI (including the goodwill, branch licenses andrelated deferred tax liability recognized at the acquisition of GBI in 2011) merged to ParentCompany at the date of merger:
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Carrying valuerecognized ondate of merger
AssetsDue from BSP P=7,269Loans and receivables 141,663Bank premises, furniture, fixtures and equipment (Note 10) 22,870Investment properties (Note 11) 189,146Branch licenses (Note 12) 625,400Goodwill (Note 12) 373,996Other assets 2,661
1,363,005LiabilitiesSubordinated notes 112,500Bills payable 128,200Deferred tax liability of branch licenses 187,620Accounts payable and accrued expenses 32,467Other liabilities 174
460,961Carrying amount of the net assets merged P=902,044
The excess of the carrying amount of the net assets of GBI merged to the Parent Company overthe carrying amount of the Parent Company’s Investment in GBI was recognized as an adjustmentto Surplus, as shown below:
Carrying amount of the net assets merged P=902,044Carrying amount of the Parent Company’s Investment in GBI 888,650Adjustment to Surplus P=13,394
8. Trading and Investment Securities
The Group and the Parent Company have the following trading and investment securities:
2015 2014Financial assets at FVTPL P=10,540,806 P=10,182,690Financial assets at FVTOCI 6,255 14,419Investment securities at amortized cost 4,617,898 8,794,878
P=15,164,959 P=18,991,987
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Financial assets at FVTPLFinancial assets at FVTPL of the Group and of the Parent Company consist of:
2015 2014Held-for-trading:
Government securities P=4,344,376 P=7,391,724Private bonds 6,185,982 2,565,307Equity securities 10,448 225,659
P=10,540,806 P=10,182,690
As of December 31, 2015 and 2014, financial assets at FVTPL include net unrealized loss ofP=27.83 million and net unrealized gain of P=52.65 million, respectively, for the Group and for theParent Company.
Financial assets at FVTOCIFinancial assets at FVTOCI of the Group and of the Parent Company consist of:
The Group has designated the above equity investments as at FVTOCI because they are held forlong-term investments rather than for trading. The unquoted equity securities were deemed tohave no value in 2015.
In 2015 and 2014, no dividends were recognized on these equity investments and no cumulativegain or loss was transferred within equity.
The movements in Net unrealized gain (loss) on financial assets at FVTOCI follow:
2015 2014Balance at beginning P=5,722 P=1,925Unrealized gains (losses) for the year (8,164) 3,797Balance at end (P=2,442) P=5,722
Investment securities at amortized costInvestment securities at amortized cost of the Group and of the Parent Company consist of:
Peso-denominated government bonds have effective interest rate of 5.70% in 2015 and effectiveinterest rates ranging from 5.70% to 6.02% in 2014 and 2013. Foreign currency-denominatedbonds have effective interest rates ranging from 2.87% to 7.07% in 2015, 2014, and 2013.
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In 2015, the Parent Company sold securities carried at amortized cost, with aggregate carryingamount of P=4.29 billion, and recognized a gain amounting to P=287.36 million. The gain ispresented as Gain on sale of investment securities at amortized cost in the statement of income.The sale was in anticipation of the effects of the upcoming regulatory requirements on liquiditycoverage ratio. As a result of the sale, subsequent acquisitions of investment securities in theaffected portfolios will be classified as financial assets at FVTPL while the remaining securitieswill remain to be classified as investment securities at amortized cost. As of December 31, 2015,the remaining investment securities in the affected portfolios amounted to P=144.93 million. Therewere no additions to the portfolios subsequent to the sale.
In 2014, the Parent Company sold securities carried at amortized cost, with aggregate carryingamount of P=3.62 billion, and recognized a gain amounting to P=306.00 million. The gain ispresented as Gain on sale of investment securities at amortized cost in the statement of income.The sale was driven by the need to improve the capital position of the Parent Company in relationto the change in the regulatory capital requirements caused by the Basel III implementation. As aresult of the sale, subsequent acquisitions of investment securities in the affected portfolios will beclassified as financial assets at FVTPL while the remaining securities will remain to be classifiedas investment securities at amortized cost. As of December 31, 2015 and 2014, the remaininginvestment securities in the affected portfolios amounted to P=1.01 billion and P=926.73 million,respectively. Additions to the portfolios subsequent to the sale amounted to P=1.82 billion and iscarried at fair value through profit or loss.
In 2013, the Parent Company sold government securities carried at amortized cost, with aggregatecarrying amount of P=1.10 billion, and recognized a gain amounting to P=572.49 million. The gainis presented as Gain on sale of investment securities at amortized cost in the statement of income.The securities were sold to fund the lending requirement for FDC. As a result of the sale,subsequent acquisitions of investment securities in the affected portfolio will be classified asfinancial assets at FVTPL while the remaining securities will remain to be classified as investmentsecurities at amortized cost. As of December 31, 2015 and 2014, the remaining governmentsecurities in the portfolio amounted to P=246.30 million and P=233.57 million, respectively. Therewere no additions to the portfolio subsequent to the sale.
Judgments made related to the sale and derecognition of investment securities at amortized costare disclosed in Note 3.
Interest income on trading and investment securities follows:
In 2013, the Parent Company entered into a purchase of receivables agreement with EWRB,whereby the Parent Company will purchase, on a without recourse basis, certain salary loans ofEWRB. In 2015 and 2014, the total salary loans purchased by the Parent Company amounted toP=12.93 billion and P=5.74 billion, respectively. The Parent Company’s acquisition cost of thesalary loans approximate the fair value at the acquisition date. As of December 31, 2015 and2014, outstanding salary loans purchased from EWRB, included in Loans and discounts of theParent Company, amounted to P=8.34 billion and P=3.89 billion, respectively. In connection withthe purchase of receivables agreement, the Parent Company and EWRB also entered into anaccount servicing and collection agreement whereby the Parent Company agreed to pay servicefees equivalent to 0.37% of the loan amounts collected by EWRB on behalf of the ParentCompany. The service fees paid (included under Miscellaneous expense in the statements ofincome) by the Parent Company to EWRB amounted to P=30.57 million, P=16.48 million andP=1.67 million in 2015, 2014 and 2013, respectively (see Note 26).
The Parent Company has a memorandum of understanding with Filinvest Land, Inc. (FLI), anentity under common control of FDC, whereby the Parent Company will purchase, on a withoutrecourse basis, installment contracts receivable from FLI. On various dates in 2013 and 2012,several deeds of assignment were executed wherein FLI sold, assigned and transferred withoutrecourse to the Parent Company all the rights, titles and interest in various loan accounts and the
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related mortgages. In 2013 and 2012, the total receivables purchased by the Parent Companywithout recourse under the terms of the foregoing assignment agreement amounted toP=0.27 billion and P=1.81 billion. There were no receivables purchased in 2015 and 2014.
Outstanding receivables purchased included in Loans and discounts amounted to P=0.52 billion andP=0.86 billion as of December 31, 2015 and 2014, respectively. The Parent Company’s acquisitioncost of the installment contracts receivable approximate fair value at the acquisition date. TheParent Company and FLI also entered into an account servicing and collection agreement wherethe Parent Company would pay service fees equivalent to 1.12% of loan amounts collected by FLIon behalf of the Parent Company related to its purchase of installment contracts receivable. Thetotal service fees paid by the Parent Company to FLI amounted to P=1.95 million and P=5.43 millionin 2015 and 2014, respectively (see Note 26).
A reconciliation of the allowance for impairment and credit losses per class of loans andreceivables for the Group and the Parent Company as of December 31, 2015 follows:
Consolidated2015
Corporate Lending Consumer Lending Others TotalAt January 1 P=1,324,547 P=1,641,233 P=845,383 P=3,811,163Provision for impairment and
A reconciliation of the allowance for the impairment and credit losses per class of loans andreceivables for the Group and the Parent Company as of December 31, 2014 follows:
Consolidated2014
CorporateLending Consumer Lending Others Total
At January 1 P=1,427,055 P=1,747,911 P=827,389 P=4,002,355Provision for impairment and
The Parent Company took possession of various properties previously held as collateral with anestimated value of P=967.97 million, P=487.60 million, and P=563.45 million in 2015, 2014, and2013, respectively (see Notes 11 and 13).
The following is a reconciliation of the individual and collective allowances for impairment andcredit losses on loans and receivables of the Group and of the Parent Company:
Consolidated2015 2014
SpecificImpairment
CollectiveImpairment Total
SpecificImpairment
CollectiveImpairment Total
At January 1 P=730,514 P=3,080,649 P=3,811,163 P=948,461 P=3,053,894 P=4,002,355Provision for impairment and
BSP ReportingOf the total receivables from customers of the Parent Company as of December 31, 2015, 2014and 2013, 21.00%, 33.43%, and 33.27%, respectively, are subject to periodic interest repricing.The remaining peso receivables from customers earn annual fixed interest rates ranging from0.50% to 52.16 %, 1.13% to 23.68% , and 1.50% to 16.96% in 2015, 2014 and 2013, respectively,while foreign currency-denominated receivables from customers earn annual fixed interest ratesranging from 1.40% to 7.56%, 3.08% to 7.56% and 1.56% to 7.56% in 2015, 2014 and 2013,respectively.
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The details of the secured and unsecured receivables from customers of the Group and of theParent Company follow:
BSP Circular No. 351 allows banks to exclude from nonperforming classification receivablesclassified as ‘Loss’ in the latest examination of the BSP which are fully covered by allowance forcredit losses, provided that interest on said receivables shall not be accrued and that suchreceivables shall be deducted from the total receivable portfolio for purposes of computing NPLs.Subsequently, the BSP issued BSP Circular No. 772, which requires banks to compute their netNPLs by deducting the specific allowance for credit losses on the total loan portfolio from thegross NPLs. The specific allowance for credit losses shall not be deducted from the total loanportfolio in computing the NPL ratio.
As of December 31, 2015 and 2014, NPLs of the Group and of the Parent Company as reported tothe BSP follow:
Consolidated Parent Company2015 2014 2015 2014
Gross NPLs P=7,363,663 P=5,769,505 P=7,131,527 P=5,576,281Deductions as required by the BSP (2,728,927) (2,112,161) (2,728,927) (1,947,018)
P=4,634,736 P=3,657,344 P=4,402,600 P=3,629,263
As of December 31, 2015 and 2014, secured and unsecured NPLs of the Group and of the ParentCompany as reported to the BSP follow:
The composition of and movements in the Group’s property and equipment follow:
2015
Land Buildings
Furniture,Fixtures and
EquipmentLeasehold
Improvements TotalCostAs of January 1 P=121,367 P=970,442 P=1,661,331 P=2,858,543 P=5,611,683Additions − 26,831 304,434 299,864 631,129Disposals − − (49,850) − (49,850)As of December 31 121,367 997,273 1,915,915 3,158,407 6,192,962Accumulated Depreciation and AmortizationAs of January 1 − 97,937 1,081,858 918,784 2,098,579Depreciation and amortization − 29,461 304,337 285,774 619,572Disposals − − (48,358) − (48,358)As of December 31 − 127,398 1,337,837 1,204,558 2,669,793Net Book Value P=121,367 P=869,875 P=578,078 P=1,953,849 P=3,523,169
2014
Land Buildings
Furniture,Fixtures and
EquipmentLeasehold
Improvements TotalCostAs of January 1 P=290,493 P=959,298 P=1,862,956 P=2,312,119 P=5,424,866Additions − 21,438 237,747 546,618 805,803Disposals (169,126) (10,294) (439,372) (194) (618,986)As of December 31 121,367 970,442 1,661,331 2,858,543 5,611,683Accumulated Depreciation and AmortizationAs of January 1 − 77,467 1,221,114 672,120 1,970,701Depreciation and amortization − 28,741 293,640 246,726 569,107Disposals − (8,271) (432,896) (62) (441,229)As of December 31 − 97,937 1,081,858 918,784 2,098,579Allowance for Impairment Losses (Note 14)Provision during the year − 1,424 − − 1,424Disposals (1,424) − − (1,424)As of December 31 − − − − −Net Book Value P=121,367 P=872,505 P=579,473 P=1,939,759 P=3,513,104
As of December 31, 2015 and 2014, the cost of fully depreciated property and equipment still inuse by the Group amounted to P=989.03 million and P=845.45 million, respectively.
The composition of and movements in the Parent Company’s property and equipment follow:
2015
Land Buildings
Furniture,Fixtures and
EquipmentLeasehold
Improvements TotalCostAs of January 1 P=100,030 P=921,492 P=1,623,717 P=2,830,977 P=5,476,216Additions − 16,351 197,264 223,193 436,808Disposals − − (31,223) − (31,223)As of December 31 100,030 937,843 1,789,758 3,054,170 5,881,801Accumulated Depreciation and AmortizationAs of January 1 − 95,289 1,090,428 939,057 2,124,774Depreciation and amortization − 26,492 273,649 275,456 575,597Disposals − − (29,945) − (29,945)As of December 31 − 121,781 1,334,132 1,214,513 2,670,426Net Book Value P=100,030 P=816,062 P=455,626 P=1,839,657 P=3,211,375
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2014
Land Buildings
Furniture,Fixtures and
EquipmentLeasehold
Improvements TotalCostAs of January 1 P=263,804 P=868,799 P=1,856,651 P=2,324,974 P=5,314,228Additions − 21,043 202,700 506,003 729,746Acquired from merger (Note 7) 5,353 31,650 − − 37,003Disposals (169,127) − (435,634) − (604,761)As of December 31 100,030 921,492 1,623,717 2,830,977 5,476,216Accumulated Depreciation and AmortizationAs of January 1 − 54,562 1,242,027 697,008 1,993,597Depreciation and amortization − 26,594 277,731 242,049 546,374Acquired from merger (Note 7) − 14,133 − − 14,133Disposals − − (429,330) − (429,330)As of December 31 − 95,289 1,090,428 939,057 2,124,774Net Book Value P=100,030 P=826,203 P=533,289 P=1,891,920 P=3,351,442
The gain on sale recognized by the Group for the disposal of its property and equipment amountedto P=5.93 million, P=265.82 million and P=4.93 million in 2015, 2014 and 2013, respectively. Thegain on sale recognized by the Parent Company for the disposal of its property and equipmentamounted to P=0.90 million, P=265.82 million in 2015 and 2014, respectively, and loss on saleamounted to P=0.28 million in 2013.
In 2014, the Parent Company sold a parcel of land previously intended for an office site with acarrying value of P=169.13 million to Filinvest Alabang, Inc. (FAI), an entity under commoncontrol of FDC, that resulted in a gain amounting to P=264.13 million. Under the terms of the sale,the selling price of P=433.26 million is payable annually for five (5) years until 2019 with a fixedinterest rate of 6.00% per annum. As of December 31, 2015 and 2014, the accounts receivable(included under Loans and receivable in the statements of financial position) recognized by theParent Company for this sale transaction amounted to P=368.27 million and P=411.60 million,respectively (see Note 26).
As of December 31, 2015 and 2014, the cost of fully depreciated property and equipment still inuse by the Parent Company amounted to P=870.94 million and P=704.70 million, respectively.
11. Investment Properties
The composition of and movements in the Group’s investment properties follow:
2015
LandBuildings and
Improvements TotalCostAt January 1 P=749,778 P=521,380 P=1,271,158Additions 32,516 36,569 69,085Disposals (252,959) (82,283) (335,242)At December 31 529,335 475,666 1,005,001Accumulated Depreciation and AmortizationAt January 1 − 258,730 258,730Depreciation and amortization − 39,815 39,815Disposals − (40,948) (40,948)At December 31 − 257,597 257,597Accumulated Impairment Losses (Note 14)At January 1 85,259 14,482 99,741Provision during the year 7,903 6,357 14,260Disposals (82,488) (11,722) (94,210)At December 31 10,674 9,117 19,791Net Book Value P=518,661 P=208,952 P=727,613
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2014
LandBuildings andImprovements Total
CostAt January 1 P=847,004 P=571,672 P=1,418,676Additions 51,952 44,171 96,123Disposals (149,178) (94,463) (243,641)At December 31 749,778 521,380 1,271,158Accumulated Depreciation and AmortizationAt January 1 − 248,231 248,231Depreciation and amortization − 46,849 46,849Disposals − (36,350) (36,350)At December 31 − 258,730 258,730Accumulated Impairment Losses (Note 14)At January 1 142,662 21,067 163,729Disposals (57,403) (6,585) (63,988)At December 31 85,259 14,482 99,741Net Book Value P=664,519 P=248,168 P=912,687
The composition of and movements in the Parent Company’s investment properties follow:
2015
LandBuildings and
Improvements TotalCostAt January 1 P=747,216 P=517,895 P=1,265,111Additions 32,516 36,569 69,085Disposals (252,959) (82,283) (335,242)At December 31 526,773 472,181 998,954Accumulated Depreciation and
AmortizationAt January 1 − 253,383 253,383Depreciation and amortization − 39,812 39,812Disposals − (40,948) (40,948)At December 31 − 252,247 252,247Accumulated Impairment Losses (Note 14)At January 1 85,259 14,482 99,741Provision during the year 7,903 6,357 14,260Disposals (82,488) (11,722) (94,210)At December 31 10,674 9,117 19,791Net Book Value P=516,099 P=210,817 P=726,916
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2014
LandBuildings andImprovements Total
CostAt January 1 P=698,634 P=508,412 P=1,207,046Additions 42,566 52,771 95,337Acquired from merger (Note 7) 148,953 51,186 200,139Disposals (142,937) (94,474) (237,411)At December 31 747,216 517,895 1,265,111Accumulated Depreciation and
AmortizationAt January 1 − 231,894 231,894Depreciation and amortization − 46,845 46,845Acquired from merger (Note 7) − 10,993 10,993Disposals − (36,349) (36,349)At December 31 − 253,383 253,383Accumulated Impairment Losses (Note 14)At January 1 142,662 21,067 163,729Disposals (57,403) (6,585) (63,988)At December 31 85,259 14,482 99,741Net Book Value P=661,957 P=250,030 P=911,987
The Group’s and the Parent Company’s investment properties consist entirely of real estateproperties and land improvements acquired in settlement of loans and receivables.
The aggregate fair value of the investment properties of the Group and the Parent Companyamounted to P=1.18 billion and P=1.29 billion as of December 31, 2015 and 2014, respectively.Fair value has been determined based on valuations made by independent and/or in-houseappraisers. Valuations were derived on the basis of recent sales of similar properties in the samearea as the investment properties taking into account the economic conditions prevailing at thetime the valuations were made.
As of December 31, 2015 and 2014, the carrying values of foreclosed investment properties of theGroup and of the Parent Company still subject to redemption period by the borrower amounted toP=60.46 million and P=58.79 million, respectively.
Gain on sale recognized by the Group for the disposal of its foreclosed assets amounted toP=55.34 million, P=60.77 million, and P=13.67 million in 2015, 2014 and 2013, respectively. Gain onsale recognized by the Parent Company for the disposal of its foreclosed assets amounted toP=55.34 million, P=60.77 million, and P=11.94 million in 2015, 2014 and 2013, respectively.
Direct operating expenses from investment properties not generating rent income amounted toP=44.01 million, P=47.83 million and P=49.33 million for the Group in 2015, 2014 and 2013,respectively, and P=44.01 million, P=47.83 million and P=43.57 million for the Parent Company in2015, 2014 and 2013, respectively.
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12. Goodwill and Other Intangible Assets
As of December 31, 2015 and 2014, the intangible assets of the Group consist of:
2015
GoodwillBranch
LicensesCustomer
RelationshipCore
DepositsCapitalized
Software TotalCostAs of January 1 P=1,316,728 P=2,167,396 P=154,626 P=40,433 P=1,430,745 P=5,109,928Acquisitions − 204 − − 202,550 202,754As of December 31 1,316,728 2,167,600 154,626 40,433 1,633,295 5,312,682Accumulated AmortizationAs of January 1 − − 25,150 23,585 636,420 685,155Amortization − − 4,311 4,043 172,551 180,905As of December 31 − − 29,461 27,628 808,971 866,060Net Book Value P=1,316,728 P=2,167,600 P=125,165 P=12,805 P=824,324 P=4,446,622
2014
GoodwillBranch
LicensesCustomer
RelationshipCore
DepositsCapitalized
Software TotalCostAs of January 1 P=1,316,728 P=1,662,200 P=154,626 P=40,433 P=977,873 P=4,151,860Acquisitions − 505,196 − − 455,523 960,719Write-off − − − − (2,651) (2,651)As of December 31 1,316,728 2,167,396 154,626 40,433 1,430,745 5,109,928Accumulated AmortizationAs of January 1 − − 20,838 19,542 455,745 496,125Amortization − − 4,312 4,043 183,326 191,681Write-off − − − − (2,651) (2,651)As of December 31 − − 25,150 23,585 636,420 685,155Net Book Value P=1,316,728 P=2,167,396 P=129,476 P=16,848 P=794,325 P=4,424,773
As of December 31, 2015 and 2014, the intangible assets of the Parent Company consist of:
2015
GoodwillBranch
LicensesCustomer
RelationshipCore
DepositsCapitalized
Software TotalCostAs of January 1 P=1,293,250 P=2,167,396 P=154,626 P=40,433 P=1,364,144 P=5,019,849Acquisitions − 204 − − 202,991 203,195As of December 31, 2013 1,293,250 2,167,600 154,626 40,433 1,567,135 5,223,044Accumulated AmortizationAs of January 1 − − 25,150 23,585 620,872 669,607Amortization − − 4,311 4,043 160,347 168,701As of December 31 − − 29,461 27,628 781,219 838,308Net Book Value P=1,293,250 P=2,167,600 P=125,165 P=12,805 P=785,916 P=4,384,736
2014
GoodwillBranch
LicensesCustomer
RelationshipCore
DepositsCapitalized
Software TotalCostAs of January 1 P=919,254 P=1,036,800 P=154,626 P=40,433 P=963,136 P=3,114,249Acquisitions − 505,196 − − 401,008 906,204Acquired from merger (Note 7) 373,996 625,400 − − − 999,396As of December 31 1,293,250 2,167,396 154,626 40,433 1,364,144 5,019,849Accumulated AmortizationAs of January 1 − − 20,838 19,542 446,839 487,219Amortization − − 4,312 4,043 174,033 182,388As of December 31 − − 25,150 23,585 620,872 669,607Net Book Value P=1,293,250 P=2,167,396 P=129,476 P=16,848 P=743,272 P=4,350,242
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GoodwillThe acquisition of EWRB in 2012 resulted in goodwill amounting P=23.48 million, which has beenallocated to EWRB. The acquisition of GBI in 2011 resulted in goodwill amounting toP=374.00 million. The goodwill has been allocated to branch operations of GBI.
As discussed in Note 1, on October 31, 2013, GBI transferred certain assets and liabilities toEWRB. The assets and liabilities transferred include the branches where the goodwill from theacquisition of GBI had been allocated. The branches coming from GBI were combined with thebranch operations of EWRB after the transfer. Consequently, the goodwill from the acquisition ofEWRB and GBI amounting to P=23.48 million and P=374.00 million, respectively, are nowallocated to the branch operations of EWRB, which is now considered as a single CGU forpurposes of impairment testing.
The business combination between the Parent Company and AIG Philam Savings Bank(AIGPASB) Group in 2009 resulted in goodwill amounting to P=769.04 million, which has beenallocated to the auto and credit cards lending unit acquired from the AIGPASB Group.
The business combination between the Parent Company and Ecology Savings Bank (ESBI) in2003 resulted in goodwill amounting to P=172.80 million, which has been allocated to variousbranches acquired from ESBI. As of December 31, 2015 and 2014, the carrying amount ofgoodwill, after impairment recognized in prior years, amounted to P=150.21 million.
Key assumptions used in value in use calculationsThe recoverable amount of the consumer business lending and branch units have been determinedbased on value in use calculations using cash flow projections based on financial budgetsapproved by the management covering a five-year period. The discount rate applied to the cashflow projections is 12.25% and 11.68% in 2015 and 2014, respectively.
Discount ratesDiscount rates reflect the current market assessment of the risk specific to each CGU.
Sensitivity to changes in assumptionsManagement believes that no reasonably possible change in any of the above key assumptionswould cause the carrying value of the units to exceed their recoverable amount.
Customer Relationship and Core DepositsThe business combination between the Parent Company and AIG Philam Savings Bank(AIGPASB) Group in 2009 resulted in acquisition of customer relationship and core depositsamounting to P=154.63 million and P=40.43 million, respectively.
Branch LicensesBranch licenses of the Group amounting to P=2.17 billion as of December 31, 2015 represents:one branch license acquired by the Parent Company from the BSP amounting to P=0.20 million in2015, 25 branch licenses acquired by the Parent Company from the BSP amounting toP=505.20 million in 2014, 10 branch licenses acquired by the Parent Company from the BSPamounting to P=214.80 million in 2013, 42 branch licenses acquired by the Parent Company fromthe BSP amounting to P=822.00 million in 2012, and 46 branch licenses acquired by the ParentCompany from the acquisition of GBI amounting to P=625.40 million in 2011.
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Branch licenses of the Parent Company amounting to P=2.17 billion as of December 31, 2015represents: one branch license acquired by the Parent Company from the BSP amounting toP=0.20 million in 2015, 25 branch licenses acquired by Parent Company from the BSP amountingto P=505.20 million and 46 branch licenses merged to the Parent Company from GBI amounting toP=625.40 million in 2014, 10 branch licenses acquired by the Parent Company from the BSPamounting to P=214.80 million in 2013, and 42 branch licenses acquired by the Parent Companyfrom the BSP amounting to P=822.00 million in 2012.
Capitalized SoftwareCapitalized software pertains to computer software licenses and programs acquired by the Groupand the Parent Company for its banking operations. Included in the 2015 and 2014 acquisitionsare software licenses acquired by the Group for the upgrade of its core banking systems amountingto P=6.62 million and P=289.09 million, respectively.
As of December 31, 2015 and 2014, miscellaneous assets of the Group and Parent Companyinclude sundry debits and interoffice floats amounting to P=286.97 million and P=805.67 million,respectively.
The movements in the allowance for impairment losses on other assets of the Group and theParent Company follow:
2015 2014As of January 1 P=85,623 P=67,656Provision during the year 159,971 43,416Reversal of allowance from disposals (54,859) (11,304)Write-off − (14,145)As of December 31 P=190,735 P=85,623
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The movements in other repossessed assets of the Group and the Parent Company follow:
2015 2014CostAs of January 1 P=234,303 P=206,246Additions 898,888 392,267Disposals (468,858) (364,210)As of December 31 664,333 234,303Accumulated DepreciationAs of January 1 29,757 33,600Depreciation and amortization 117,080 54,335Disposals (59,718) (58,178)As of December 31 87,119 29,757Net Book Value, gross of impairment 577,214 204,546Accumulated Impairment LossesAs of January 1 9,444 10,452Provision during the year 66,793 10,296Disposals (54,859) (11,304)As of December 31 21,378 9,444Net Book Value, net of impairment P=555,836 P=195,102
In 2015, gain on sale recognized by the Group and the Parent Company for the disposal of itsrepossessed assets amounted to P=18.77 million. In 2014, loss on sale recognized by the Group andParent Company amounted to P=24.83 million and P=25.70 million, respectively. In 2013, loss onsale recognized by the Group and Parent Company amounted to P=3.44 million.
14. Allowance for Impairment and Credit Losses
Details of and changes in the allowance for impairment and credit losses follow:
Consolidated Parent Company2015 2014 2015 2014
Balances at the beginning of year: Loans and receivables (Note 9) P=3,811,163 P=4,002,355 P=3,728,222 P=3,975,337 Investment properties (Note 11) 99,741 163,729 99,741 163,729 Property and equipment (Note 10) − 1,424 − − Other assets (Note 13) 85,623 67,656 85,623 67,656
3,996,527 4,235,164 3,913,586 4,206,722Provisions charged to current operations (Notes 9, 10, 11 and 13) 3,899,002 3,311,349 3,868,583 3,255,426Interest accrued on impaired loans (7,286) (24,218) (7,286) (24,218)Write-off of loans and receivables (2,791,599) (3,434,907) (2,791,599) (3,434,907)Reversal of allowance on disposals of property
and equipment, investment properties andother repossessed assets(Notes 10, 11 and 13) (149,069) (76,716) (149,069) (75,292)
Write-off of other assets − (14,145) − (14,145)Balances at the end of year: Loans and receivables (Note 9) 4,737,049 3,811,163 4,623,689 3,728,222 Investment properties (Note 11) 19,791 99,741 19,791 99,741 Other assets (Note 13) 190,735 85,623 190,735 85,623
P=4,947,575 P=3,996,527 P=4,834,215 P=3,913,586
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15. Deposit Liabilities
BSP Circular No. 753, which took effect April 6, 2012, promulgated the unification of thestatutory/ legal and liquidity reserve requirement effective on non-FCDU deposit liabilities to18.00% and reserve requirement on long-term negotiable certificates of deposits from to 3.00%.With the new regulations, only demand deposit accounts maintained by banks with the BSP areeligible for compliance with reserve requirements. This was tantamount to the exclusion ofgovernment securities and cash in vault as eligible reserves. On April 11, 2014, BSP Circular 830took effect which increased the reserve requirements on non-FCDU deposit liabilitiesby 1-percentage-point to 19.00%. BSP Circular 832 further increased the reserve requirements ofnon-FCDU deposit liabilities to 20.00% starting on the reserve week of May 30, 2014. On theother hand, EWRB is required to maintain regular reserves equivalent to 5.00% against demanddeposits and 3.00% against savings and time deposits.
As of December 31, 2015 and 2014, the Parent Company and EWRB are in compliance with suchregulations.
As of December 31, 2015 and 2014, Due from BSP of the Parent Company amounting toP=28.31 billion and P=23.06 billion, respectively, were set aside as reserves for deposit liabilities, asreported to the BSP.
Of the total deposit liabilities of the Parent Company as of December 31, 2015, 2014 and 2013,about 44.60%, 52.19% and 42.93%, respectively, are subject to periodic interest repricing. Theremaining deposit liabilities earn annual fixed interest rates ranging from 0.50% to 6.25% in 2015and 2014, and 3.25% to 9.50% in 2013.
The Group’s interest expense on deposit liabilities amounted to P=1.84 billion, P=1.33 billion andP=1.17 billion in 2015, 2014, and 2013, respectively. The Parent Company’s interest expense ondeposit liabilities amounted to P=1.74 billion in 2015, P=1.26 billion in 2014 and P=1.04 billion in2013.
Long-term Negotiable Certificates of Deposits due 2018 (LTNCD Series 1)In 2013 and 2012, the Parent Company issued 5.00% fixed coupon rate (average EIR of 4.37%)unsecured LTNCD maturing on May 18, 2018. The first tranche of the LTNCD Series 1amounting to P=1.53 billion was issued at a discount on November 23, 2012, and the second toseventh tranches aggregating to P=3.12 billion were issued at a premium in February to May 2013.The net premium, net of debt issue costs, related to the issuance of the LTNCD Series 1 in 2013and 2012 amounted to P=107.91 million and P=10.64 million, respectively.
Long-term Negotiable Certificates of Deposits due 2019 (LTNCD Series 2)In 2013, the Parent Company issued 3.25% fixed coupon rate (average EIR of 3.48%) unsecuredLTNCD maturing on June 9, 2019. The first to third tranches of the LTNCD Series 2 aggregatingto P=0.74 billion were issued in December 2013. The discount, net of debt issue costs, related tothe issuance of the LTNCD Series 2 in 2013 amounted to P=8.42 million. The fourth and fifthtranches of the LTNCD Series 2 aggregating to P=1.74 billion were issued in February and April2014, respectively. The discount, net of debt issue costs, related to the issuance of the LTNCDSeries 2 in 2014 amounted to P=85.05 million.
Long-term Negotiable Certificates of Deposits due 2020 (LTNCD Series 3)In 2014, the Parent Company issued 4.50% fixed coupon rate (average EIR of 4.42%) unsecuredLTNCD maturing on April 24, 2020. The first tranche of the LTNCD Series 3 amounting toP=0.93 billion was issued in October 2014. The discount, net of debt issue costs, related to theissuance of the LTNCD Series 3 in 2014 amounted to P=4.63 million.
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The movements in unamortized net premium (discount) as of December 31, 2015 and 2014follow:
2015 2014Beginning balance (P=25,518) P=67,565Premium (discount) of issuances during the year − (89,675)Amortization during the year 892 (3,408)Ending balance (P=24,626) (P=25,518)
16. Bills and Acceptances Payable
This account consists of:
2015 2014Banks and other financial institutions P=2,950,991 P=5,289,389Outstanding acceptances 122,532 28,263
P=3,073,523 P=5,317,652
As of December 31, 2015 and 2014, investments in government securities of the Parent Company(included in Investment securities at amortized cost in the statements of financial position) withface value of P=2.56 billion and P=3.32 billion, respectively, and fair value of P=2.69 billion andP=4.01 billion, respectively, were pledged with other banks as collateral for borrowings amountingto P=2.20 billion and P=3.27 billion, respectively.
Bills payable to the BSP, other banks and other financial institutions are subject to annual interestrates ranging from 0.55% to 1.20% in 2015, 0.50% to 3.22% in 2014, and 0.60% to 3.50% in2013.
The Group’s interest expense on bills and acceptances payable amounted to P=17.26 million in2015, P=39.90 million in 2014 and P=40.23 million in 2013. The Parent Company’s interest expenseon bills and acceptances payable amounted to P=17.26 million in 2015 and P=39.90 million in 2014and P=38.85 million in 2013.
Accrued other expenses pertain to accruals of various operating expenses such as rent, utilities,management and professional fees, employee bonus and other expenses.
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18. Subordinated Debt
The Group’s and the Parent Company’s subordinated debt consists of (in millions):
Lower Tier 2 unsecured subordinated notes due 2025On July 4, 2014, the Parent Company issued 5.50% coupon rate Lower Tier 2 unsecuredsubordinated note (the 2025 Notes) with par value of P=5.00 billion, maturing on January 4, 2025,but callable on January 4, 2020. The 2025 Notes qualify as Tier 2 capital pursuant to BSPCircular No. 781 (Basel III), BSP Circular No. 826 on risk disclosure requirements for the lossabsorption features of capital instruments, and other related circulars and issuances of the BSP.
Unless the 2025 Notes are previously redeemed, the 2025 Notes are repayable to the Noteholdersat 100.00% of their face value or at par on the maturity date of January 4, 2025.
From and including the issue date to, but excluding the optional redemption date of January 4,2020, the 2025 Notes bear interest at the rate of 5.50% per annum and shall be payable quarterlyin arrears on January 4, April 4, July 4, and October 4 of each year, which commenced on October4, 2014. Unless the 2025 Notes are previously redeemed, the interest rate will be reset at theequivalent of the prevailing 5-year PDST-R2 at reset date plus initial spread (i.e. the differencebetween the Initial interest rate and the prevailing 5-year PDST R2 at the pricing date of the initialtranche).
The 2025 Notes are redeemable at the option of the Parent Company in whole but not in part onthe call option date at 100.00% of the face value plus accrued but unpaid interest, subject to thefollowing conditions:
a. the Parent Company has obtained prior written approval and complied with the requirementsof the BSP prior to redemption of the 2025 Notes
b. the 2025 Notes are replaced with capital of the same or better quality and the replacement ofthis capital is done at conditions which are sustainable for the income capacity of the ParentCompany, or
c. the Parent Company demonstrates that its capital position is above the minimum capitalrequirements after redemption is exercised
d. the Parent Company is not in breach of (and would not, following such redemption, be inbreach) of applicable regulatory capital requirements (including regulatory capital buffers)
e. the Parent Company is solvent at the time of redemption of the 2025 Notes and immediatelythereafter.
Furthermore, upon the occurrence of a Tax Redemption Event or a Regulatory Redemption Event,the Parent Company may, subject to compliance with BSP rules and BSP approval, and upon priorapproval of the BSP and with prior written notice to the Noteholders on record, redeem all and notless than all of the outstanding 2025 Notes prior to the stated maturity by paying the Noteholderthe Redemption Option Amount which, (a) in the case of a Tax Redemption Event is an amountequal to 100.00% of the face value of the 2025 Notes plus accrued interest at the interest raterelating to the then current interest period up to but excluding the date of such redemption, and (b)in the case of a Regulatory Redemption Event is an amount equal to 100.00% of the face value of
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the 2025 Notes plus accrued interest at the interest rate relating to the then current Interest Periodup to but excluding the date of such redemption (the “Redemption Option Date”).
The 2025 Notes have a loss absorption feature which means that the 2025 Notes are subject to aNon-Viability Write-Down in case of a Non-Viability Event. Non-viability is defined as adeviation from a certain level of Common Equity Tier 1 (CET1) Ratio or inability of the ParentCompany to continue business (closure) or any other event as determined by the BSP, whichevercomes earlier. A Non-Viability Event is deemed to have occurred when the Parent Company isconsidered non-viable as determined by the BSP.
Upon the occurrence of a Non-Viability Event, the Parent Company shall write-down the principalamount of the 2025 Notes to the extent required by the BSP, which could go to as low as zero.Additional Tier 1 (AT1) capital instruments shall be utilized first before Tier 2 capital instrumentsare written-down, until the viability of the Issuer is re-established. In the event the ParentCompany does not have AT1 capital instruments, then the write-down shall automatically apply toTier 2 capital.
Loss absorption measure is subject to the following conditions:
a. the principal amount of all series of Tier 1 Loss Absorbing Instruments outstanding havingbeen Written-Down to zero or converted into common equity of the Parent Company (wherepossible) irrevocably, in accordance with, and to the extent possible pursuant to, their terms(the “Tier 1 Write-Down”)
b. the Tier 1 Write-Down having been insufficient to cure the Non-Viability Eventc. the Parent Company giving the relevant Non-Viability Notice to the Public Trustee and the
Registrar and Paying Agent
Each Noteholder irrevocably agrees and acknowledges that it may not exercise or claim any rightof set-off in respect of any amount owed to it by the Parent Company arising under or inconnection with the 2025 Notes and it shall, to the fullest extent permitted by applicable law,waive and be deemed to have waived all such rights of set-off.
Lower Tier 2 unsecured subordinated notes due 2021On July 2, 2010, the Parent Company issued 7.50% coupon rate Lower Tier 2 unsecuredsubordinated note (the 2021 Notes) with par value of P=1.50 billion, maturing on January 2, 2021but callable on January 2, 2016, and with step-up in interest if not called.
Unless the 2021 Notes are previously redeemed, the 2021 Notes are repayable to the Noteholdersat 100.00% of their face value or at par on the maturity date of January 2, 2021.
From and including the issue date to, but excluding the optional redemption date ofJanuary 2, 2016, the 2021 Notes bear interest at the rate of 7.50% per annum and shall be payablesemi-annually in arrears on January 2 and July 2 of each year, commencing on January 2, 2011.Unless the 2021 Notes are previously redeemed, the interest rate from and includingJanuary 2, 2016 to, but excluding January 2, 2021, will be reset and such Step-Up interest shall bepayable semi-annually in arrears on January 2 and July 2 of each year, commencing onJuly 2, 2016.
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The Step-Up interest rate shall be computed as the higher of:
a. 80.00% of the 5-year on-the-run Philippine Treasury benchmark bid yield (PDST-F) onoptional redemption date plus the Step-Up spread of 3.44% per annum. The Step-Up spread isdefined as follows:
Step-Up spread = 150.00% of the difference between the Interest Rate and 80.00% of the5-year PDST-F on the Pricing Date, preceding the initial Issue Date, equivalent to 3.44% perannum.
b. 150.00% of the difference between the interest rate and the 5-year PDST-F on the pricing datepreceding the initial issue date plus the 5-year PDST-F on the optional redemption date.
The Group’s interest expense on subordinated debt amounted to P=390.70 million, P=258.71 million,and P=232.16 million in 2015, 2014, and 2013, respectively. The Parent Company’s interestexpense on subordinated debt amounted to P=390.70 million, P=258.71 million, and P=220.31 millionin 2015, 2014, and 2013, respectively.
Deferred revenue pertains to deferral and release of loyalty points program transactions andmembership fees and dues. As of December 31, 2015 and 2014, miscellaneous liabilities of theGroup and the Parent Company include sundry credits and interoffice floats amounting toP=243.40 million and P=253.50 million, respectively.
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20. Maturity Analysis of Assets and Liabilities
The following tables show an analysis of assets and liabilities analyzed according to whether theyare expected to be recovered or settled within one year and beyond one year from the statement offinancial position date:
Consolidated2015 2014
Less than12 months
Over12 months Total
Less than12 months
Over12 months Total
Financial assets: Cash and other cash items P=5,899,131 P=− P=5,899,131 P=5,993,499 P=− P= 5,993,499 Due from BSP 30,908,680 − 30,908,680 23,128,678 − 23,128,678 Due from other banks 5,376,926 − 5,376,926 3,580,528 − 3,580,528 IBLR 7,722,546 − 7,722,546 2,893,384 − 2,893,384 Financial assets at FVTPL
Capital ManagementThe Parent Company actively manages its capital to comply with regulatory requirements, enablegrowth targets, withstand plausible stress events and be at par with the Parent Company’s peers.The primary objective of the Parent Company’s capital management is to ensure that it maintainsadequate capital to cover risks inherent to its banking activities without prejudice to optimizingshareholders’ value.
Regulatory Qualifying CapitalUnder existing BSP regulations, the determination of the Parent Company’s compliance withregulatory requirements and ratios is based on the amount of the Parent Company’s ‘unimpairedcapital’ (regulatory net worth) reported to the BSP, which is determined on the basis of regulatorypolicies. In addition, the risk-based Capital Adequacy Ratio (CAR) of a bank, expressed as apercentage of qualifying capital to risk-weighted assets, should not be less than 10.00% for bothsolo basis (head office and branches) and consolidated basis (Parent Company and subsidiariesengaged in financial allied undertakings). Qualifying capital and risk-weighted assets arecomputed based on BSP regulations.
Effective January 1, 2014, the Group complied with BSP issued Circular No. 781, Basel IIIImplementing Guidelines on Minimum Capital Requirements, which provides the implementingguidelines on the revised risk-based capital adequacy framework particularly on the minimumcapital and disclosure requirements for universal banks and commercial banks, as well as theirsubsidiary banks and quasi-banks, in accordance with the Basel III standards. The Circular setsout a minimum Common Equity Tier 1 (CET1) ratio of 6.00% and Tier 1 capital ratio of 7.50%.It also introduces a capital conservation buffer of 2.50% comprised of CET1 capital. The BSP’sexisting requirement for Total CAR remains unchanged at 10.00% and these ratios shall bemaintained at all times.
Further, existing capital instruments as of December 31, 2010 which do not meet the eligibilitycriteria for capital instruments under the revised capital framework shall no longer be recognizedas capital. Capital instruments issued under BSP Circular Nos. 709 and 716 (the circularsamending the definition of qualifying capital particularly on Hybrid Tier 1 and Lower Tier 2capitals), and before the effectivity of BSP Circular No. 781, shall be recognized as qualifyingcapital only until December 31, 2015. In addition to changes in minimum capital requirements,this Circular also requires various regulatory adjustments in the calculation of qualifying capital.
On June 27, 2014, the BSP issued Circular No. 839, REST Limit for Real Estate Exposures whichprovides the implementing guidelines on the prudential REST limit for universal, commercial, andthrift banks on their aggregate real estate exposures. The Group should maintain CET1 and CARlevels at the regulatory prescribed minimums, on a solo and consolidated basis, even after thesimulated results of a 25.00% write-off to the Group’s real estate exposures. These shall becomplied with at all times.
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Presented below are the composition of qualifying capital and the related deductions as reported tothe BSP (amounts in millions):
Consolidated Parent Company2015 2014 2015 2014
Tier 1 capital P=31,035 P=21,209 P=30,297 P=20,784CET1 capital 31,035 21,209 30,297 20,784Less required deductions 6,751 6,264 7,481 6,986Subtotal 24,284 14,945 22,816 13,798Less: deductions from Tier 1 capital – – – –Net Tier 1 Capital 24,284 14,945 22,816 13,798Tier 2 capital 6,232 6,023 6,201 5,961Less deductions from Tier 2 capital – – – –Net Tier 2 Capital 6,232 6,023 6,201 5,961Total Qualifying capital P=30,516 P=20,968 P=29,017 P=19,759
The capital-to-risk assets ratio reported to the BSP as of December 31, 2015 and 2014 are shownin the table below (amounts in millions):
Consolidated Parent Company2015 2014 2015 2014
Tier 1 capital: Paid up common stock P=15,000 P=11,284 P=15,000 P=11,284 Additional paid-in capital 5,209 979 5,209 979 Retained earnings 8,857 6,849 8,508 6,861 Undivided profits 1,975 2,084 1,586 1,647 Cumulative foreign currency translation (6) 13 (6) 13Core Tier 1 capital 31,035 21,209 30,297 20,784Deductions from Tier 1 capital:
Total outstanding unsecured creditaccommodation to a DOSRI andsubsidiary 405 583 738 883
Investments in equity securities 518 240 1,039 761 Defined benefit asset 39 26 36 26 Deferred income tax 1,342 990 1,283 966
Goodwill and other intangible assets 4,447 4,425 4,385 4,350Total Deductions 6,751 6,264 7,481 6,986Total Tier 1 Capital 24,284 14,945 22,816 13,798Tier 2 capital: General loan loss provision 1,265 1,060 1,234 998 Unsecured subordinated debt 4,967 4,963 4,967 4,963Total Tier 2 capital 6,232 6,023 6,201 5,961Deductions from Tier 1 and Tier 2 capital – – – –Qualifying capital: Net Tier 1 capital 24,284 14,945 22,816 13,798 Net Tier 2 capital 6,232 6,023 6,201 5,961Total qualifying capital 30,516 20,968 29,017 19,759Capital requirements: Credit risk 167,442 133,495 160,763 127,826 Market risk 5,830 8,363 5,830 8,363 Operational risk 22,426 18,152 21,167 17,419Total capital requirements P=195,698 P=160,010 P=187,760 P=153,608
CET1 capital ratio 12.41% 9.34% 12.15% 8.98%Tier 1 capital ratio 12.41% 9.34% 12.15% 8.98%Total capital ratio 15.59% 13.10% 15.45% 12.86%
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Qualifying capital and risk-weighted assets (RWA) are computed based on BSP regulations.Under Basel III, the regulatory Gross Qualifying Capital of the Parent Company consists of Tier 1(core), composed of Common Equity Tier 1 and Additional Tier 1, and Tier 2 (supplementary)capital. Tier 1 capital comprises share capital, retained earnings (including current year profit)and non-controlling interest less required deductions such as deferred income tax and unsecuredcredit accommodations to DOSRI. Tier 2 capital includes unsecured subordinated debts,revaluation reserves and general loan loss provision. Certain items are deducted from theregulatory Gross Qualifying Capital, such as but not limited to equity investments inunconsolidated subsidiary banks and other financial allied undertakings, but excludinginvestments in debt capital instruments of unconsolidated subsidiary banks (for solo basis) andequity investments in subsidiary and non-financial allied undertakings.
Risk-weighted assets are determined by assigning defined risk weights to the statement offinancial position exposure and to the credit equivalent amounts of off-balance sheet exposures.Certain items are deducted from risk-weighted assets, such as the excess of general loan lossprovision over the amount permitted to be included in Tier 2 capital. The risk weights vary from0.00% to 150.00% depending on the type of exposure, with the risk weights of off-balance sheetexposures being subjected further to credit conversion factors. Below is a summary of riskweights and selected exposure types:
Risk weight Exposure/Asset type*0.00% Cash on hand; claims collateralized by securities issued by the national
government, BSP; loans covered by the Trade and InvestmentDevelopment Corporation of the Philippines; real estate mortgages coveredby the Home Guarantee Corporation
20.00% COCI, claims guaranteed by Philippine incorporated banks/quasi-bankswith the highest credit quality; claims guaranteed by foreign incorporatedbanks with the highest credit quality; loans to exporters to the extentguaranteed by Small Business Guarantee and Finance Corporation
50.00% Housing loans fully secured by first mortgage on residential property;Local Government Unit (LGU) bonds which are covered by Deed ofAssignment of Internal Revenue allotment of the LGU and guaranteed bythe LGU Guarantee Corporation
75.00% Direct loans of defined Small Medium Enterprise (SME) and microfinanceloans portfolio; non-performing housing loans fully secured by firstmortgage
100.00% All other assets (e.g., real estate assets) excluding those deducted fromcapital (e.g., deferred income tax)
150.00% All non-performing loans (except non-performing housing loans fullysecured by first mortgage) and all non-performing debt securities
* Not all inclusive
With respect to off-balance sheet exposures, the exposure amount is multiplied by a creditconversion factor (CCF), ranging from 0.00% to 100.00%, to arrive at the credit equivalentamount, before the risk weight factor is multiplied to arrive at the risk-weighted exposure. Directcredit substitutes (e.g., guarantees) have a CCF of 100.00%, while items not involving credit riskhas a CCF of 0.00%.
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In the case of derivatives, the credit equivalent amount (against which the risk weight factor ismultiplied to arrive at the risk-weighted exposure) is generally the sum of the current creditexposure or replacement cost (the positive fair value or zero if the fair value is negative or zero)and an estimate of the potential future credit exposure or add-on. The add-on ranges from 0.00%to 1.50% (interest rate-related) and from 1.00% to 7.50% (exchange rate-related), depending onthe residual maturity of the contract. For credit-linked notes and similar instruments, the risk-weighted exposure is the higher of the exposure based on the risk weight of the issuer’s collateralor the reference entity or entities.
The risk-weighted CAR is calculated by dividing the sum of its Tier 1 and Tier 2 capital, asdefined under BSP regulations, by its risk-weighted assets. The risk-weighted assets, as definedby the BSP regulations, consist of all of the assets on the balance sheet at their respective bookvalues, together with certain other off-balance sheet items, weighted by certain percentagesdepending on the risks associated with the type of assets. The determination of compliance withregulatory requirements and ratios is based on the amount of the Parent Company’s ‘unimpairedcapital’ (regulatory net worth) as reported to the BSP, which is determined on the basis ofregulatory accounting practices which differ from PFRS in some respects.
In 2015 and 2014, the Parent Company has complied with the required 10.00% capital adequacyratio of the BSP.
The policies and processes guiding the determination of the sufficiency of capital of the ParentCompany have been incorporated in the Parent Company’s Internal Capital Adequacy AssessmentProcess (ICAAP) which supplements the BSP’s risk-based capital adequacy framework underBSP Circular Nos. 538 and 639 to comply with the requirements of the BSP. While the ParentCompany has added the ICAAP to its capital management policies and processes, there were nochanges made on the objectives and policies for the years ended December 31, 2015 and 2014.
The Parent Company has taken into consideration the impact of the foregoing requirements toensure that the appropriate level and quality of capital are maintained on an ongoing basis.
Capital StockCapital stock consist of (amounts in thousands, except for par value and number of shares):
Shares Amount2015 2014 2013 2015 2014 2013
Authorized:Common stock – 10.00 par value 1,500,000,000 1,500,000,000 1,500,000,000Preferred stock – 10.00 par value 500,000,000 500,000,000 500,000,000
Common stock issued and outstanding:Balance at the beginning of the year 1,128,409,610 1,128,409,610 1,128,409,610 P=11,284,096 P=11,284,096 P=11,284,096Issuance of stock rights 371,574,000 − − 3,715,740 − −
Balance at year end 1,499,983,610 1,128,409,610 1,128,409,610 P=14,999,836 P=11,284,096 P=11,284,096
On January 19, 2012 and February 10, 2012, the Parent Company received cash from itsshareholders totaling P=3.00 billion as deposits for future stock subscription for 300 millioncommon shares which were subsequently issued in March 2012. Also in the same period, thepreferred shareholders converted a total of 300 million preferred shares amounting to P=3.00 billionto 300 million common shares.
With the approvals by the PSE of the Parent Company’s application for listing and by the SEC forthe Registration Statement both on March 14, 2012, a total of 245,316,200 common shares, withP=10.00 par value per share, representing 21.70% of outstanding capital stock, were offered andsubscribed through an initial public offering at P=18.50 per share on April 20 to 26, 2012. Thecommon shares comprise of (a) 141,056,800 new shares issued by the Parent Company by way of
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a primary offer, and (b) 104,259,400 existing shares offered by FDC, the selling shareholder,pursuant to a secondary offer. Subsequently, on September 5, 2012, 36,715,300 shares under theover-allotment option were exercised at a price of P=18.50 per share that brought the subscriptionsto 25.00% of the outstanding capital stock. The Parent Company’s common shares were listedand commenced trading in the PSE on May 7, 2012.
The total proceeds raised by the Parent Company from the sale of primary offer shares amountedto P=2.61 billion while the net proceeds (after deduction of direct costs related to equity issuance)amounted to P=2.39 billion.
On January 29, 2015, the BOD approved the common shares rights offering. In March 2015,the BOD approved the application of the Parent Company to list up to 371,574,000 commonshares with par value of P=10 per share to cover its stock rights offering. Details of the offer are asfollows:
Entitlement Ratio 32.929 right shares for every 100 sharesOffer Price P=21.53Number of shares to be offered 371,574,000 sharesEx-rights date April 16, 2015Record date April 21, 2015Start of offer period April 24, 2015End of Offer Period April 30, 2015
The offer price was computed based on the volume-weighted average price of the ParentCompany’s common shares traded in the PSE for each of the 15 consecutive trading daysimmediately prior to (and excluding) the pricing date, subject to a discount rate of 12.80%.
On May 8, 2015, a total of 371,574,000 common shares were listed at the PSE with P=10.00 parvalue per share. The total proceeds raised by the Parent Company from the sale of the said sharesamounted to P=8.00 billion while the net proceeds (after deduction of direct costs related to equityissuance) amounted to P=7.95 billion. The net proceeds were used to invest in securities allowedunder BSP regulation and to fuel growth in loans.
Others include payments for subscriptions, membership fees, trainings, donations andcontributions, delivery and freight expenses, fines, penalties, other charges and clearing fees.
23. Income and Other Taxes
Under Philippine tax laws, the RBU of the Parent Company and its subsidiaries are subject topercentage and other taxes (presented as Taxes and licenses in the statements of income) as wellas income taxes. Percentage and other taxes paid consist principally of gross receipts tax anddocumentary stamp taxes. Income taxes include corporate income tax, as discussed below, andfinal taxes paid which represents final withholding tax on gross interest income from governmentsecurities and other deposit substitutes and income from FCDU transactions. These income taxes,as well as the deferred tax benefits and provisions, are presented as Provision for income tax in thestatements of income.
Republic Act (RA) No. 9397, An Act Amending National Internal Revenue Code, provides thatthe Regular Corporate Income Tax (RCIT) rate shall be 30.00% and the interest expense allowedas a deductible expense shall be reduced by 33.00% of interest income subjected to final tax.
An MCIT of 2.00% of modified gross income is computed and compared with the RCIT. Anyexcess of MCIT over the RCIT is deferred and can be used as a tax credit against future incometax liability for the next three years. In addition, NOLCO is allowed as a deduction from taxableincome in the next three years from the period of incurrence.
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FCDU offshore income (income from non-residents) is tax-exempt while gross onshore income(income from residents) is generally subject to 10.00% gross income tax. In addition, interestincome on deposit placements with other FCDUs and offshore banking units is subject to a 7.50%final tax. RA No. 9294, which became effective in May 2004, provides that the income derivedby the FCDU from foreign currency transactions with non-residents, Offshore Banking Units(OBUs), local commercial banks including branches of foreign banks is tax-exempt while interestincome on foreign currency loans from residents other than OBUs or other depository banks underthe expanded system is subject to 10.00% income tax.
In 2011, the BIR issued Revenue Regulation 14-2011, which prescribes the proper allocation ofcosts and expenses among the income earnings of financial institutions for income tax reporting.Only costs and expenses attributable to the operations of the RBU can be claimed as deduction toarrive at the taxable income of the RBU subject to the RCIT. All costs and expenses pertaining tothe FCDU/EFCDU are excluded from the RBU’s taxable income. Within the RBU, commoncosts and expenses should be allocated among taxable income, tax-paid income and tax-exemptincome using the specific identification or the allocation method.
The components of the Group’s and the Parent Company’s net deferred tax assets as ofDecember 31, 2015 and 2014 follow:
Consolidated Parent Company2015 2014 2015 2014
Deferred tax asset on: Allowance for impairment and credit losses P=1,473,378 P=1,082,393 P=1,450,264 P=1,068,408 Accrued expenses 96,574 134,341 93,910 123,841 Accumulated depreciation of assets
foreclosed or dacioned 91,304 94,596 91,302 94,595 Net retirement obligation 14,962 8,062 14,315 7,763 Unrealized trading loss 14,309 144 14,309 144 Unamortized past service cost 3,786 4,889 3,786 4,889
1,694,313 1,324,425 1,667,886 1,299,640Deferred tax liability on: Branch licenses acquired from business
combination (Note 7) 187,620 187,620 187,620 187,620 Gain on asset foreclosure and dacion transactions 107,747 105,380 107,636 105,270 Excess of fair value over carrying value of net
assets acquired from business combinations 43,369 44,939 43,369 44,939 Unrealized foreign exchange gain 33,306 9,060 33,305 9,060
Statutory income tax P=798,980 P=791,227 P=682,317 P=599,500 P=618,889 P=652,359Additions to (reductions from) income taxes
resulting from the tax effects of: Nondeductible expenses 119,385 233,066 185,303 117,442 232,698 180,061 FCDU income (100,560) (250,539) (73,524) (100,560) (250,539) (73,524) Non taxable and tax-exempt income (50,047) (139,699) (639,005) (50,047) (139,699) (516,165) Interest income subjected to final tax
net of tax paid (73,750) (35,356) (62,767) (73,694) (35,021) (59,192) Change in unrecognized deferred
tax assets and others (34,676) (34,654) 126,332 (105,668) (29,914) −Effective income tax P=659,332 P=564,045 P=218,656 P=386,973 P=396,414 P=183,539
24. Retirement Plan
The existing regulatory framework, RA No. 7641, the Retirement Pay Law requires companieswith at least ten (10) employees to pay retirement benefits to qualified private sector employees inthe absence of any retirement plan in the entity, provided however that the employee’s retirementbenefits under any collective bargaining and other agreements shall not be less than thoseprovided under the law. The law does not require minimum funding of the plan.
Parent CompanyThe Parent Company has a funded, noncontributory defined benefit retirement plan (the Plan)covering substantially all of its officers and regular employees. Under the Plan, all coveredofficers and employees are entitled to cash benefits (equivalent to 125.00% of the final monthlysalary for every year of service depending on the tenure of the employee) after satisfying certainage and service requirements. The Parent Company’s retirement plan is in the form of a trustadministered by the Parent Company’s Trust Division under the supervision of the RetirementCommittee.
EWRBEWRB has a noncontributory defined benefit plan covering substantially all of its officers andregular employees. The benefits are based on years of service and final compensation. Theretirement plan provides retirement benefits equal to 100.00% of the final monthly salary for everyyear of service. As of December 31, 2015 and 2014, the retirement plan of EWRB is unfunded.
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The net retirement obligation included in ‘Other liabilities’ in the statements of financial positionare as follows:
Consolidated Parent Company2015 2014 2015 2014
Present value of the defined benefit obligation P=645,344 P=555,340 P=643,186 P=554,342Fair value of plan assets 596,560 528,415 596,560 528,415Net retirement obligation P=48,784 P=26,925 P=46,626 P=25,927
Changes in the present value of the defined benefit obligation as of December 31, 2015 and 2014recognized in the statements of financial position follow:
Consolidated Parent Company2015 2014 2015 2014
Balance at beginning of year P=555,340 P=432,948 P=554,342 P=432,782Current service cost 103,027 89,280 102,105 88,678Interest cost 24,436 18,186 24,391 18,177Remeasurement (gains) losses: Actuarial losses arising from deviations of
experience from assumptions 17,613 44,863 17,347 44,777 Actuarial gains arising from changes in
financial assumptions (30,360) (10,849) (30,287) (10,984)Benefits paid (24,712) (19,088) (24,712) (19,088)Balance at end of year P=645,344 P=555,340 P=643,186 P=554,342
Changes in the fair value of plan assets are as follows:
Consolidated Parent Company2015 2014 2015 2014
Balance at beginning of year P=528,415 P=431,584 P=528,415 P=431,584Contributions 103,247 88,802 103,247 88,802Interest income 23,250 18,126 23,250 18,126Remeasurements (33,640) 8,991 (33,640) 8,991Benefits paid (24,712) (19,088) (24,712) (19,088)Balance at end of year P=596,560 P=528,415 P=596,560 P=528,415
The fair value of plan assets by class are as follows:
The Parent Company’s plan assets are carried at fair value. All equity and debt instruments heldhave quoted prices in an active market. The fair value of other assets and liabilities, which include
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deposits in banks, accrued interest and other receivables and trust fee payables, approximate theircarrying amount due to the short-term nature of these accounts.
The plan assets are diversified investments and are not exposed to concentration risk.
Each year, an Asset-Liability Matching Study (ALMS) is performed with the result beinganalyzed in terms of risk-and-return profiles. The Parent Company’s current strategic investmentstrategy consists of 70.00% of debt instruments, 25.00% of equity instruments, and 5.00% cash.
The Parent Company expects to contribute P=88.70 million to the plan in 2016.
The cost of defined benefit retirement plans as well as the present value of the benefit obligationare determined using actuarial valuations. The actuarial valuation involves making variousassumptions. The principal assumptions used are shown below:
Parent Company EWRB2015 2014 2015 2014
Discount rate At January 1 4.40% 4.20% 4.53% 5.20% At December 31 4.88% 4.40% 4.68% 4.53%Future salary increase rate 5.00% 5.00% 5.00% 5.00%Average remaining working life 16 15 16 16
The sensitivity analysis below on the defined benefit obligation as of December 31, 2015 and2014 has been determined based on reasonably possible changes of each significant assumption,assuming all other assumptions were held constant.
Increase in defined benefit obligationConsolidated Parent Company2015 2014 2015 2014
Decrease in discount rate of 1% P=67,207 P=59,734 P=66,673 P=59,485Increase in salary rate increase of 1% 66,039 58,388 65,511 58,142Improvement in employee turnover by 10% 25,687 24,134 25,243 23,925
The amounts included in Compensation and fringe benefits expense in the statements of incomeare as follows:
The Group leases several premises occupied by its head office and branches. Some leases aresubject to annual escalation of 5.00% to 10.00% and for periods ranging from 5 to 15 years,renewable upon mutual agreement of both parties. For the years ended December 31, 2015, 2014and 2013, the total rentals of the Group charged to operations amounted to P=738.15 million,P=629.29 million, and P=542.47 million, respectively. For the years ended December 31, 2015,2014 and 2013, total rentals charged to operations by the Parent Company amounted toP=699.68 million P=607.01 million, and P=518.23 million, respectively.
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Future minimum annual rentals payable under the aforementioned lease agreements follow:
Consolidated Parent Company2015 2014 2015 2014
Within one year P=674,597 P=663,588 P=625,635 P=637,067After one year but not more than five years 2,178,171 2,328,911 2,004,968 2,238,372More than five years 1,151,938 1,704,035 1,084,234 1,640,297
P=4,004,706 P=4,696,534 P=3,714,837 P=4,515,736
26. Related Party Transactions
Parties are considered to be related if one party has the ability, directly or indirectly, to control theother party or exercise significant influence over the other party in making financial and operatingdecisions. The Group’s related parties include:
· key management personnel, close family members of key management personnel, and entitieswhich are controlled, significantly influenced by or for which significant voting power is heldby key management personnel or their close family members,
· subsidiaries, joint ventures and associates and their respective subsidiaries, and
· post-employment benefit plans for the benefit of the Group’s employees.
The Group has several business relationships with related parties. Transactions with such partiesare made in the ordinary course of business and on substantially the same terms, including interestand collateral, as those prevailing at the time for comparable transactions with other parties.
The amounts and the balances arising from the foregoing significant related party transactions ofthe Group and of the Parent Company are as follows:
2015
CategoryAmount/Volume
OutstandingBalance Terms and Conditions/Nature
Significant investors: Loans receivable P=− P=5,621,850 Loans granted with a term of seven years, interest of
4.50%, secured by REM and deposits, noimpairment
Deposit liabilities − 1,671,459 Deposit liabilities with interest ranging from 0.50% to1.00%
Accrued interest receivable − 62,760 Interest income accrued on outstanding loansreceivable
Accrued expenses − 20,502 Payable for management and professional fees paid byFDC (reimbursement for expenses)
Guarantees and commitments − 150,097 Unused credit lines Interest income 228,247 − Interest income on loans receivable Interest expense 9,458 − Interest expense on deposit liabilitiesKey management personnel: Loans receivable − 33,433 Loans granted with terms ranging from two to fifteen
years, interest ranging from 6.00% to 10.27%,secured at 100%
Deposit liabilities − 28,758 Deposit liabilities with interest ranging from 0.50% to5.88%
Accrued interest receivable − 196 Interest income accrued on outstanding loansreceivable
Interest income 3,149 − Interest income on loans receivable Interest expense 147 − Interest expense on deposit liabilities
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2015
CategoryAmount/Volume
OutstandingBalance Terms and Conditions/Nature
Other related parties: Loans receivable P=− P=4,834,271 Loans granted with terms ranging from three months to
thirteen and a half years, interest ranging from 4.0%to 11.52%, 97% secured by real estate and chattelmortgage, no impairment
Receivables purchased − P=519,481 Receivables purchased by the Parent Company fromFLI
Deposit liabilities − 9,580,469 Deposit liabilities with interest ranging from 0.50% to6.0%
Accrued interest receivable − 7,779 Interest income accrued on outstanding loansreceivable
Guarantees and commitments − 444,574 Unused credit lines Accounts receivable 431,529 Receivable from FAI on the sale of land by the Parent
Company, payable in 5 years, interest of 6.00%(Note 10) and advances to EWAL
Interest income 310,346 − Interest income on loans receivable Interest expense 23,625 − Interest expense on deposit liabilities Service fee expense 1,946 − Service fees paid to FLI for account servicing
equivalent to 1.12% of loan amounts collected byFLI on behalf of the Parent Company (see Note 9)
Rent expense 43,178 − Rent expenses paid for lease transactions with otherrelated parties such as Filinvest Asia Corporation,FAI and FLI
Investment in a joint venture – 471,287 Equity Share of 50% in East West Ageas Life
2014
CategoryAmount/Volume
OutstandingBalance Terms and Conditions/Nature
Significant investors: Loans receivable P=− P=5,621,850 Loans granted with a term of seven years, interest of
4.50%, secured, no impairment Deposit liabilities − 2,864,568 Deposit liabilities with interest ranging from 0.50% to
1.00% Accrued interest receivable − 60,224 Interest income accrued on outstanding loans
receivable Accrued expenses − 13,297 Payable for management and professional fees paid by
FDC (reimbursement for expenses) Guarantees and commitments − 3,500,000 Unused credit lines Interest income 228,219 − Interest income on loans receivable Interest expense 2,954 − Interest expense on deposit liabilitiesKey management personnel: Loans receivable − 37,777 Loans granted with terms ranging from three to twenty
years, interest ranging from 5.59% to 10.42%,secured at 98%
Deposit liabilities − 259,726 Deposit liabilities with interest ranging from 0.50% to5.88%
Accrued interest receivable − 90 Interest income accrued on outstanding loansreceivable
Interest income 3,440 − Interest income on loans receivable Interest expense 846 − Interest expense on deposit liabilitiesOther related parties: Loans receivable − 2,310,222 Loans granted with terms ranging from two months to
thirteen and a half years, interest ranging from3.75% to 6.40%, 76.00% secured by real estate andchattel mortgage, no impairment
Receivables purchased − 857,158 Receivables purchased by the Parent Company fromFLI
Financial assets at FVTPL − 99,680 FLI- issued debt securities held for trading by theParent Company, with interest rates ranging from5.40% to 5.64%, unimpaired
Deposit liabilities − 15,815,423 Deposit liabilities with interest rates ranging from0.50% to 5.88%
Accrued interest receivable − 17,048 Interest income accrued on outstanding loansreceivable
Guarantees and commitments − 5,267,068 Unused credit lines
(Forward)
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2014
CategoryAmount/Volume
OutstandingBalance Terms and Conditions/Nature
Accounts receivables P=− P=411,597 Receivable from FAI on the sale of land by the ParentCompany, payable in 5 years, interest of 6.00%(Note 10)
Gain on sale of land 264,132 − Gain recognized on the sale of the Parent Company’sland to FAI (Note 10)
Interest income 21,406 − Interest income on loans receivable Interest expense 220,370 − Interest expense on deposit liabilities Service fee expense 5,434 − Service fees paid to FLI for account servicing
equivalent to 1.12% of loan amounts collected byFLI on behalf of the Parent Company (see Note 9).
Rent expense 37,407 − Rent expenses paid for lease transactions with otherrelated parties such as Filinvest Asia Corporation,FAI and FLI
The Group’s significant investors pertain to FDC, the immediate Parent Company of the Group,and FDC Forex Corporation (a company under common control of FDC).
Key management personnel are those persons having authority and responsibility for planning,directing and controlling the activities of the Group, directly or indirectly. The Group considersthe members of the Management Committee to constitute key management personnel for purposesof PAS 24. The Group provides banking services to its key management personnel.
Other related parties pertain to the Group’s affiliates (subsidiaries of FDC).
The Group and the Parent Company had no outright purchases and outright sale of debt securitieswith significant shareholders and key management personnel in 2015 and 2014. In 2014, theParent Company purchased peso-denominated debt securities issued by Filinvest Land, Inc., anaffiliate, with market value amounting to P=99.68 million as of December 31, 2014.
In November 2015, EWAL and the Parent Company entered into an exclusive distributionagreement for a period of 20 years for which the latter shall earn commission fees. As ofDecember 31 2015, no fees have been earned and accrued pending the start of commercialoperations of EWAL.
No provision and allowance for loan losses was recognized by the Group for loans to significantinvestors, key management personnel and other related parties in 2015, 2014, and 2013.
The Parent Company’s subsidiaries have no transactions with related parties outside of the Group.The transactions disclosed above are the same for the Group and the Parent Company.
Parent Company Related Party TransactionsTransactions between the Parent Company and its subsidiaries (EWRB and EWIB) meet thedefinition of related party transactions. Details of the Parent Company’s subsidiaries are disclosedin Note 1.
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In addition to the transactions discussed above, the following are the transactions between theParent Company and its subsidiaries that are recognized in the Parent Company’s statements offinancial position and statements of income and eliminated in the consolidated financialstatements:
2015
CategoryAmount/Volume
OutstandingBalance Terms and Conditions/ Nature
Subsidiaries: Loans receivable P=− P=36,437 Loan Accommodation granted with a term of seven days. Receivables purchased 12,925,050 8,335,049 Receivables purchased by the Parent Company from
EWRB (see Note 9) Accrued interest receivable − − Interest on receivables purchased from EWRB and loans
granted to EWRB at 4.00% per annum Accounts receivable − 1,100,957 Amount collected by EWRB from borrowers on behalf of
the Parent Company that remained unremitted byEWRB and other related expenses shouldered by theParent Company on behalf of EWRB and EWIB.
Deposit liabilities − 292,135 Deposit liabilities with interest rates of 0.05% to 6.00% Accounts payable − 64,907 Cash reloading transactions between EWRB and the
Parent Company Interest income 8,044 − Interest income on outstanding loans receivable Interest expense 366 − Interest expense on deposits of EWRB and EWIB Service fee expense 30,572 − Service fees paid to EWRB for account servicing
equivalent to 0.37% of loan amounts collected byEWRB on behalf of the Parent Company for thereceivables purchased (see Note 9)
2014
CategoryAmount/Volume
OutstandingBalance Terms and Conditions/ Nature
Subsidiaries: Loans receivable P=300,000 P=300,000 Loans granted with a term of one month or 30 days,
interest rate of 4.00%, unsecured, no impairment Receivables purchased 5,740,168 3,890,662 Receivables purchased by the Parent Company from
EWRB (see Note 9) Accrued interest receivable − 7,887 Interest on receivables purchased from EWRB and
loans granted to EWRB at 4.00% per annum Accounts receivable − 564,845 Amount collected by EWRB from borrowers on
behalf of the Parent Company that remainedunremitted by EWRB
Accounts payable − 72,206 Cash reloading transactions between EWRB and theParent Company
Interest income 2,537 − Interest income on outstanding loans receivable Interest expense 579 − Interest expense on deposit liabilities Service fee expense 16,482 − Service fees paid to EWRB for account servicing
equivalent to 0.37% of loan amounts collected byEWRB on behalf of the Parent Company for thereceivabbles purchased (see Note 9)
Transactions with Retirement PlansUnder PFRS, certain post-employment benefit plans are considered as related parties. The ParentCompany’s retirement plan is in the form of a trust administered by the Parent Company’s TrustDivision under the supervision of the Retirement Committee. The values of the assets of the fundare as follows:
As of December 31, 2015 and 2014, cash and cash equivalents include the savings deposit withthe Parent Company amounting to P=32.59 million and P=3.87 million, respectively, and debtinstruments include investments in the Parent Company’s LTNCD amounting to P=66.55 millionand P=62.10 million, respectively. Equity instruments include investments in the ParentCompany’s PhilEquity Institutional Feeder Fund amounting to P=177.69 million, equivalent to195,467 shares with fair market value of P=909.07 per share as of December 31, 2015, andP=61.36 million, equivalent to 61,273 shares with fair market value of P=1,001.37 per share as ofDecember 31, 2014, the Parent Company’s equity securities amounting to P=48.73 million,equivalent to 2,572,637 common shares with fair market value of P=18.94 per share as ofDecember 31, 2015, and P=0.72 million equivalent to 30,000 common shares with fair market valueof P=23.95 per share as of December 31, 2014, and the Parent Company’s PSEi Tracker Fundamounting to P=9.81 million, equivalent to 100,000 shares with fair market value ofP=98.11 per share as of December 31, 2015.
The following are the amounts recognized by the retirement plan arising from its transactions withthe Parent Company for the years ended December 31, 2015, 2014 and 2013.
2015 2014 2013Trust fees P=2,899 P=2,462 P=2,095Interest income on savings deposit 146 136 4,796Interest income on investments in
LTNCD 2,936 2,942 2,669Gain (loss) on investments in equity
shares (25,892) (30) 1,232
Remunerations of Directors and other Key Management PersonnelTotal remunerations of key management personnel are as follows:
Remunerations given to directors which were approved by the Board Remuneration Committeeamounted to P=13.40 million in 2015, P=13.08 million in 2014 and P=10.16 million in 2013 for theGroup and the Parent Company.
Regulatory ReportingAs required by BSP, the Group discloses loan transactions with investees and with certaindirectors, officers, stockholders and related interests (DOSRI). Existing banking regulations limitthe amount of individual loans to DOSRI, 70.00% of which must be secured, to the total of theirrespective deposits and book value of their respective investments in the lending company withinthe Group. In the aggregate, loans to DOSRI generally should not exceed total equity or 15.00%of total loan portfolio, whichever is lower.
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BSP Circular No. 423 dated March 15, 2004 amended the definition of DOSRI accounts. Thefollowing table shows information relating to the loans, other credit accommodations andguarantees classified as DOSRI accounts under regulations existing prior to said Circular, and newDOSRI loans, other credit accommodations granted under said circular:
Total outstanding DOSRI accounts P=10,322,185 P=7,759,327 P=6,394,361 P=10,654,933 P=8,085,550 P=6,394,361Percent of DOSRI accounts granted prior
to effectivity of BSP Circular No.423 to total loans 0.000% 0.000% 0.000% 0.000% 0.000% 0.000%
Percent of DOSRI accounts granted aftereffectivity of BSP Circular No. 423to total loans 6.401% 6.283% 6.494% 6.917% 6.869% 6.738%
Percent of DOSRI accounts to total loans 6.402% 6.283% 6.495% 6.917% 6.869% 6.738%Percent of unsecured DOSRI accounts to
total DOSRI accounts 3.928% 3.315% 2.499% 3.805% 7.216% 2.499%Percent of past due DOSRI accounts to
total DOSRI accounts 0.000% 0.001% 0.067% 0.000% 0.001% 0.067%
The amounts of loans disclosed for related parties above differ with the amounts disclosed for keymanagement personnel since the composition of DOSRI is more expansive than that of keymanagement personnel.
BSP Circular No. 560 provides that the total outstanding loans, other credit accommodation andguarantees to each of the bank’s/quasi-bank’s subsidiaries and affiliates shall not exceed 10.00%of the net worth of the lending bank/quasi-bank, provided that the unsecured portion of whichshall not exceed 5.00% of such net worth. Further, the total outstanding loans, creditaccommodations and guarantees to all subsidiaries and affiliates shall not exceed 20.00% of thenet worth of the lending bank/quasi-bank; and the subsidiaries and affiliates of the lendingbank/quasi-bank are not related interest of any director, officer and/or stockholder of the lendinginstitution, except where such director, officer or stockholder sits in the BOD or is appointedofficer of such corporation as representative of the bank/quasi-bank. As of December 31, 2015and 2014, the Parent Company is in compliance with these requirements.
On May 12, 2009, BSP issued Circular No. 654 allowing a separate individual limit of twenty-five (25.00%) of the net worth of the lending bank/quasi-bank to loans of banks/quasi-banks totheir subsidiaries and affiliates engaged in energy and power generation. As of December 31,2015 and 2014, the Parent Company is in compliance with this requirement.
27. Trust Operations
Securities and other properties held by the Parent Company in fiduciary or agency capacity forclients and beneficiaries are not included in the accompanying statements of financial positionsince these are not assets of the Parent Company. The combined trust and managed funds of theTrust Department of the Parent Company amounted to P=6.74 billion and P=6.91 billion as ofDecember 31, 2015 and 2014, respectively.
Government securities with total face value of P=86.90 million and P=119.82 million as ofDecember 31, 2015 and 2014, respectively, are deposited with the BSP in compliance with currentbanking regulations related to the Parent Company’s trust functions. These government securitiesare recorded as part of investment securities at amortized cost as of December 31, 2015 and 2014.
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In accordance with BSP regulations, 10.00% of the profits realized by the Parent Company fromits trust operations are appropriated to surplus reserves. The yearly appropriation is required untilthe surplus reserves for trust operations amounts to 20.00% of the Parent Company’s authorizedcapital stock.
The Parent Company’s income from its trust operations amounted to P=17.01 million,P=20.37 million and P=29.02 million in 2015, 2014 and 2013, respectively.
28. Commitments and Contingent Liabilities
In the normal course of the Group’s operations, there are various outstanding commitments andcontingent liabilities which are not reflected in the accompanying financial statements. The Groupdoes not anticipate material unreserved losses as a result of these transactions.
The Group has several loan related suits and claims that remain unsettled. It is not practicable toestimate the potential financial impact of these contingencies. However, in the opinion ofmanagement, the suits and claims, if decided adversely, will not involve sums having a materialeffect on the Group’s financial statements.
The following is a summary of commitments and contingencies of the Parent Company at theirpeso-equivalent contractual amounts arising from off-balance sheet items:
2015 2014 2013Unused credit line - credit cards P=29,833,506 P=28,580,201 P=26,932,813Trust department accounts (Note 27) 6,740,656 6,914,400 7,819,270Treasurer/cashier/manager’s checks 4,205,581 2,424,865 4,867,487Unused commercial letters of credit 3,922,980 2,194,609 2,965,080Outstanding guarantees 2,514,371 1,149,045 957,760Inward bills for collection 832,312 240,947 930,110Outward bills for collection 831,419 111,494 37,132Spot exchange bought 47,060 1,703,870 1,711,332Late deposits/payments received 11,706 350,747 12,581Forward exchange sold 5,377 4,516,250 2,308,540Items held for safekeeping 792 756 676Unsold traveler’s check 28 27 27Others 1,032 2,097 27
29. Financial Performance
Earnings per share amounts were computed as follows:
2015 2014 2013a. Net income attributable to equity
holders of the Parent Company P=2,003,935 P=2,073,378 P=2,055,570b. Weighted average number of
outstanding common shares ofthe Parent, as previouslyreported 1,128,410 1,128,410
c. Basic and diluted EPS, aspreviously reported (a/b) 1.84 1.82
(Forward)
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2015 2014 2013d. Weighted average number of
outstanding common shares bythe Parent Company, includingeffect of stock rights issued in2015 (Note 21) 1,387,235 1,161,738 1,161,738
e. Basic and diluted EPS (a/d) P=1.44 P=1.78 P=1.77
The Group’s basic and diluted earnings per share are equal as there are no potential dilutive sharesoutstanding.
The following basic ratios measure the financial performance of the Group and of the ParentCompany:
Return on average equity 7.24% 10.17% 11.11% 5.95% 8.26% 10.65%Return on average assets 0.99% 1.28% 1.60% 0.82% 1.03% 1.59%Net interest margin on average earning
assets 8.00% 8.05% 8.43% 7.84% 6.93% 8.02%
30. Offsetting of Financial Assets and Liabilities
The amendments to PFRS 7 require the Group to disclose information about rights of offset andrelated arrangements (such as collateral posting requirements) for financial instruments subject toenforceable master netting agreements or similar arrangements. The effects of these arrangementsare disclosed in the succeeding tables.
Financial assets
December 31, 2015
Financial assetsrecognized at
end of reportingperiod by type
Gross carryingamounts (before
offsetting)
Gross amountsoffset in
accordance withthe offsetting
criteria
Net amountpresented instatements of
financialposition
[a-b]
Effect of remaining rights of set-off(including rights to set off financialcollateral) that do not meet PAS 32
* Included in bills and acceptances payable in the statements of financial position
The amounts disclosed in column (d) include those rights to set-off amounts that are onlyenforceable and exercisable in the event of default, insolvency or bankruptcy. This includesamounts related to financial collateral both received and pledged, whether cash or non-cashcollateral, excluding the extent of over-collateralization.
31. Notes to Statement of Cash Flows
Transfers from loans and receivables to investment properties as a result of foreclosures amountedto P=72.07 million, P=76.71 million and P=249.77 million in 2015, 2014 and 2013 respectively, forthe Group, and P=72.07 million, P=76.29 million and P=125.58 million in 2015, 2014 and 2013respectively, for the Parent Company. Amounts mentioned are exclusive of gain (loss) on assetforeclosure and dacion transactions amounting to (P=67.12 million), P=19.42 million andP=93.78 million in 2015, 2014 and 2013 respectively, for the Group, and (P=67.12 million),P=19.05 million and P=90.55 million in 2015, 2014 and 2013, respectively, for the Parent Company.
In 2015, the Parent Company invested P=500.00 million in EWAL, a joint venture with Ageas,which shall be primarily engaged in life insurance business. Also in 2015, the Parent Companyinvested P=30.00 million in EWIB.
In 2014, the Parent Company sold a land with a carrying value of P=169.13 million to FAI. Theselling price of P=433.26 million is payable annually for 5 years.
In 2013, the Parent Company applied deposits for future stock subscription amounting toP=700.00 million and P=120.00 million as payments for the acquisitions of 441,000,000 commonshares of GBI and 46,000,000 common shares of EWRB, respectively.
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32. Events Subsequent to Reporting Period
On January 4, 2016, the Parent Company exercised its call option on the P=1.50 billion 2021Notes. The redemption was approved by the Parent Company’s BOD on August 27, 2015 and bythe BSP on October 8, 2015. The call option amount was the sum of the face value of the Notes,plus accrued interest amounting to P=1.56 billion, covering the 11th interest period fromJuly 2, 2015 to January 3, 2016 at the interest rate of 7.50%, as of but excluding the call optiondate.
33. Supplementary Information Required Under Revenue Regulations 15-2010
Supplementary Information under RR No. 15-2010On November 25, 2010, the BIR issued RR No. 15-2010, requiring the inclusion of informationon various taxes paid and accrued during the taxable year in the notes to the financial statements.
The Parent Company reported and/or paid the following types of taxes for the year endedDecember 31, 2015:
Gross Receipts Tax (GRT)The Parent Company is subject to GRT on its gross income from Philippine sources. GRT isimposed on interest, commissions and discounts from lending activities at 5.00% or 1.00%,depending on the remaining maturities of instruments from which such receipts are derived, and at7.00% on non-lending fees and commissions, trading and foreign exchange gains and other itemsconstituting gross income.
Details of the Parent Company's income and GRT accounts in 2015 are as follows:
Gross ReceiptsGross
Receipts TaxIncome derived from lending activities P=13,492,689 P=597,725Other income 1,146,790 80,275
P=14,639,479 P=678,000
Exclusive of the above GRT schedule, the Parent Company charged GRT to its clients amountingto P=15.66 million in 2015.
Other Taxes and LicensesFor the year ended December 31, 2015, other taxes and licenses included in ‘Taxes and licenses’consist of:
Withholding TaxesDetails of withholding taxes remitted and balances as of December 31, 2015 follow:
TotalRemittances Balance
Withholding taxes on compensation and benefits P=458,912 P=38,556Expanded withholding taxes 134,140 15,664Final withholding taxes 217,424 51,799
P=810,476 P=106,019
The Parent Company has no outstanding assessments from the BIR as of December 31, 2015.
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EAST WEST BANKING CORPORATION AND SUBSIDIARIESINDEX TO THE FINANCIAL STATEMENTS AND SUPPLEMENTARYSCHEDULESAS OF DECEMBER 31, 2015
Annex I: Reconciliation of retained earnings available for dividend declaration
Annex II: Schedule of financial ratios
Annex III: Conglomerate map
Annex IV: List of all Philippine Financial Reporting Standards
Annex V: Supplementary Schedules required under SRC Rule 68, As Amended
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ANNEX IEAST WEST BANKING CORPORATIONRECONCILIATION OF RETAINED EARNINGS AVAILABLE FORDIVIDEND DECLARATIONAS OF DECEMBER 31, 2015
Presented is the reconciliation of retained earnings available for dividend declaration of the ParentCompany as of December 31, 2015 with amendments based on SEC Bulletin No. 14, Presentation ofReconciliation of Retained Earnings (amounts in thousands):
Unappropriated retained earnings available for dividenddeclaration, beginning P=8,733,639
Net income per audited financial statements P=1,611,360Less:
Unrealized foreign exchange gain – net (134,549)Deferred tax assets recognized through profit or loss (336,995)
Add:Loss on fair value adjustment of investment properties 46,983Unrealized gain on trading securities 90,749 1,277,548
Net income actually earned/realized during the year 10,011,187
Less appropriation during the period 1,701
Total unappropriated retained earnings available fordividend declaration, ending P=10,009,486
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ANNEX IIEAST WEST BANKING CORPORATION AND SUBSIDIARIESSCHEDULE OF FINANCIAL RATIOSAS OF AND FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014
Below are the financial ratios that are relevant to the Group for the year ended December 31, 2015 and2014:
Return on asset (6) 0.99% 1.28%Return on equity (7) 7.24% 10.17%Net profit margin(8) 18.23% 22.61%Gross profit margin(9) 84.48% 85.93%
1 Current assets divided by current liabilities2 Total assets divided by total liabilities3 Total liabilities divided by total equity4 Total assets divided by total equity5 Income before interest and taxes divided by interest expense6. Net income divided by average total assets. Average total assets is based on average monthly balances7. Net income attributable to equity holders of the Parent Company divided by average total equity attributable to equity holders of the
Parent Company. Average total equity is based on average monthly balances8 Income before income tax over total interest income9 Net interest income over total interest income
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ANNEX IIIEAST WEST BANKING CORPORATION AND SUBSIDIARIESCONGLOMERATE MAPAS OF DECEMBER 31, 2015
Below is a map showing the relationship between and among the Group and its ultimate parent company, subsidiaries, and affiliate as ofDecember 31, 2015:
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ANNEX IVEAST WEST BANKING CORPORATIONLIST OF ALL PHILIPPINE FINANCIAL REPORTING STANDARDS (PFRS)AS OF DECEMBER 31, 2015
Below is the list of all Philippine Financial Reporting Standards (PFRS), Philippine AccountingStandards (PAS) and Philippine Interpretations of International Financial Reporting InterpretationsCommittee (IFRIC) as of December 31, 2015:
PHILIPPINE FINANCIAL REPORTING STANDARDS ANDINTERPRETATIONSEffective as of December 31, 2015
Adopted NotAdopted
NotApplicable
Framework for the Preparation and Presentation of FinancialStatementsConceptual Framework Phase A: Objectives and qualitativecharacteristics
*This standard has been early adopted by the Bank.
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ANNEX VEAST WEST BANKING CORPORATION AND SUBSIDIARIESSUPPLEMENTARY SCHEDULES REQUIRED UNDER SRC RULE 68, ASAMENDEDAS OF DECEMBER 31, 2015
Below are the additional information and schedules required by SRC Rule 68, as amended that arerelevant to the Group. This information is presented for purposes of filing with the SEC and is notrequired part of the basic financial statements.
Schedule A. Financial Assets
Below is the detailed schedule of the Group’s financial assets as of December 31, 2015 (amounts inthousands):
Name of issuing entity and association of each issue
Number ofshares/principal
amount ofbonds and notes
Amount shownin the statement
of financial position
Value basedon market
quotation atend of year
Incomereceived and
accruedFinancial assets at Fair Value through Profit or Loss
Debt securitiesBureau of Treasury 3,083,380 P=3,123,293 P=3,123,293 P=74,865Security Bank Corporation 1,766,256 1,807,657 1,807,657 37,123SM Investment Corp 1,386,999 1,420,444 1,420,444 22,790Republic of Indonesia 1,035,320 1,022,168 1,022,168 12,138Rizal Commercial Banking Corp 915,646 934,950 934,950 21,457PSALM 609,286 753,058 753,058 4,803Perusahaan Gas Negara 602,839 607,358 607,358 38Pertamina (Pertij) 438,129 414,398 414,398 –Bharat Petroleum 183,534 189,848 189,848 –FPT Finance Limited 141,745 155,174 155,174 4,047Development Bank of the Philippines 20,330 22,676 22,676 6,278Republic of the Philippines 16,189 20,514 20,514 406Banco de Oro 4,706 4,731 4,731 164
Name of issuing entity and association of each issue
Number ofshares/principal
amount ofbonds and notes
Amount shownin the statement
of financial position
Value basedon market
quotation atend of year
Incomereceived and
accruedInvestment Securities at Amortized Cost:
Republic of the Philippines 681,983 P=685,881 P=757,995 P=29,692National Power Corp. 3,046,194 3,115,732 3,179,221 249,354Bank Of China 572,168 571,417 568,725 15,239Power Sector Asset and Liabilities Management
(PSALM) 50,000 51,282 52,873 2,956Philippine Power Trust I 146,962 144,928 145,492 10,361Republic of Indonesia 47,060 48,658 48,853 1,965
4,617,898 4,753,159 309,567Financial Assets at Fair Value Through Other Comprehensive
Income:Roxas Holdings, Inc. 914 shares 4,379 4,379 –Aboitiz Transport System Corporation 242 shares 1,662 1,662 –Asiatrust Development Bank 18 shares – – –Empire East Land Holdings, Inc. 3 shares 214 214 –
Schedule B. Amounts receivable from directors, officers, employees, related partiesand principal stockholders (other than related parties)
Below is the schedule of advances to employees of the Group with balances above P=100,000 as ofDecember 31, 2015 (amounts in thousands):
Balance atbeginning of
the yearAdditions Collections Write off Current Not current Balance at
end of year
Abad, Virginia O. 223 – (45) – 53 125 178Abalon, Edgar Allan C. 296 – (296) – – – –Abella, Maria Melanie L. 288 – (53) – 61 174 235Abogado, Khristine Paula G. – 233 – – 35 198 233Abrenica, Russel A. – 263 – – 39 224 263Abreu, Raoul Antonio J. 118 – (118) – – – –Absalon, Erwin C. – 257 – – 72 185 257Abulencia, Maria Veronica L. 230 – (44) – 54 132 186Adamos, Jane W. – 116 – – 56 60 116Adlawan, Nina Paz M. – 278 – – 62 216 278Afable, Ruby Charo T. 240 – (43) – 52 145 197Agcaoili, Ana Jean E. 108 – (108) – – – –Agdeppa, Jerwyn Earl F. – 206 – – 31 175 206Agencia, Calin M. – 224 – – 46 178 224Aguilar, Francis Norman T. – 291 – – 60 231 291Aguilar, Vincent Aldwyn E. – 217 – – 31 186 217Aguiluz, James Bradley O. – 257 – – 40 217 257Alcala, Mary Jane D. 230 – (53) – 64 113 177Alcasid, Maria Laarni D. – 106 – – 80 26 106Alcazar, Jose Gerardo D. 277 – (158) – 65 54 119Alcontin II, Jose Pedro N. – 358 – – 134 224 358 Salvador, Francis Alexandre A. 177 – (177) – – – –Alonde, Rizel A. 296 – (156) – 56 84 140Alvarado, Jocelyn P. – 236 – – 35 201 236Amora, Michael Angelo B. 226 – (44) – 54 128 182Amorante, Dancel B. – 233 – – 35 198 233Ancheta, William D. – 206 – – 31 175 206Andal, Reginald R. 159 – (46) – 54 59 113Andrade, Ian Daleo R. 190 132 – – 242 80 322Ang, Allyson Gay G. – 302 – – 74 228 302Ang, Johnny A. – 277 – – 61 216 277Ang, Lester Kenneth T. – 227 – – 35 192 227Miranda, Angeli Rose H. – 260 – – 40 220 260Angga, Emiliana A. 383 – (191) – 50 142 192Anggala, Angela C. – 218 – – 46 172 218Anima, April Angelique L. – 240 – – 35 205 240Anonuevo, Janus C. 221 – (51) – 60 110 170Antonio, Mary Grace M. 146 145 – – 60 231 291Apaliso, Victor F. Jr. 322 – (322) – – – –Apuli, Ranulfo T. Jr. 142 – (142) – – – –Apusaga, Delbe John E. – 233 – – 35 198 233Aquino, Grace V. 121 – (121) – – – –Aquino, Lorna M. 250 – (42) – 52 156 208Aquino, Rachell G. – 138 – – 76 62 138Araojo, Maynardo L. – 270 – – 39 231 270Arcilla, Vina A. – 236 – – 51 185 236Arejola, Cristine P. – 323 – – 68 255 323Arevalo, Juan Christian D. – 350 – – 70 280 350Arevalo, Ma Fatima V. – 259 – – 39 220 259Arevalo, Perla R. 322 – (103) – 120 99 219Arintok, Ariann O. 134 – (134) – – – –Arnaldo, Jennifer A. 125 142 – – 39 228 267Asuncion, Mary Gay T. 188 – (48) – 56 84 140Asuncion, Rodolfo V. 247 – (52) – 62 133 195Atienza, Alan E. 622 – (622) – – – –Atienza, Jason Anthony V. 210 – (64) – 73 73 146Auza, Jonathan L. 251 – (251) – – – –Bajo, Wilbert Aldrin R. 620 – (23) – 48 549 597Balatbat, Maria Jocelyn B. 190 – (53) – 61 76 137
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Balance atbeginning of
the yearAdditions Collections Write off Current Not current Balance at
end of year
Baldoman, Rogelio A. 111 – (111) – – – –Bales, Joel C. 137 – (137) – – – –Balmelero, Kathleen Joi E. – 252 – – 38 214 252Banal, Aerol Paul B. 114 – (114) – – – –Banal, Conrad Anthony. – 191 – – 85 106 191Bandol, Jessie C. 211 – (71) – 80 60 140Bandong, Angela Juvy C. – 720 – – 298 422 720Banez, Pedro Catalino P. 189 – (47) – 55 87 142Baro, Rexie G. 133 86 – – 31 188 219Bartolay, Joy J. – 390 – – 146 244 390Bartolome, Anna Leah I. – 263 – – 39 224 263Basilio, Jeziel P. 126 – (126) – – – –Basilio, Pelagio III G. 117 – (117) – – – –Bauson, Marissa A. 559 – (243) – 122 194 316Bautista , Jasmine A. – 136 – – 109 27 136Bautista, Alexander Glen E. 447 – (135) – 208 104 312Bautista, Ericson H. 310 – (199) – 63 48 111Bautista, John Rey A. 114 – (114) – – – –Bautista, Maria Regina J. 173 – (173) – – – –Bautista, Meybel L. 261 – (61) – 73 127 200Bayani, Ma Teresa L. 325 232 – – 334 223 557Bayani, Raymond D. – 180 – – 26 154 180Bayot, Emilia B. 101 – (101) – – – –Bechayda, Persiveranda C. – 101 – – 42 59 101Belleza, Ma Celeste C. – 226 – – 35 191 226Belocura, Ryan Neil B. – 174 – – 46 128 174Beltran, Paolo Cecilio B. – 236 – – 35 201 236Benitez, Angelico Israel A. – 283 – – 62 221 283Bermoy, Luisito S. – 235 – – 35 200 235Bermudez, Donnabell C. – 224 – – 35 189 224Bermudez, Marilou A. – 295 – – 161 134 295Bernabe, Imelda F. 174 – (46) – 53 75 128Bernabe, Richie Luciano. – 267 – – 39 228 267Billedo, Ma Christina L. 191 – (191) – – – –Billones, Christian Rey B. – 318 – – 69 249 318Biscocho, Gay A. 197 – (47) – 55 95 150Bisera, Phillip Lawrence L. – 172 – – 80 92 172Bombais, Rosemarie C. 217 – (54) – 65 98 163Bondoc, Priscilla F. 247 – (43) – 53 151 204Borja, Grace M. 169 – (68) – 76 25 101Borres, Kristoffer Alexis N. 168 – (59) – 69 40 109Borromeo, Ray Karlo R. 188 – (50) – 55 83 138Brusas, Connie Jo B. – 250 – – 52 198 250Buco, Jeannie D. – 157 – – 61 96 157Buenagua, Sharon B. – 228 – – 33 195 228Buenaventura, Imelda M. 188 – (31) – 41 116 157Buendia, Angelica S. 316 187 – – 355 148 503Tolentino, Rhea B. – 408 – – 87 321 408Cabahug, Janet C. 111 – (111) – – – –Cabanas, Trudy Jean D. – 211 – – 52 159 211Caberoy, Ginalyn D. 193 – (47) – 56 90 146Cabuhat, Crisanta A. – 240 – – 34 206 240Cabusao, Ma Jerreza D. 247 – (52) – 62 133 195Cadano, Johoanna R. 261 161 – – 203 219 422Cairo, Abigail Joan U. 333 – (72) – 61 200 261Calaguian, Gerald Michael A. – 437 – – 90 347 437Calalo, Marigail B. – 100 – – 80 20 100Calayag, Eric E. – 232 – – 35 197 232Caldozo, Jonathan H. – 159 – – 68 91 159Calixto, Tristan Jorel R. 194 – (33) – 40 121 161Calma, Mary Grace E. – 233 – – 49 184 233Camaya, Marc Ian M. – 229 – – 35 194 229Camba, Martin Marlo C. – 202 – – 47 155 202Camilo, Virgilio L. 447 – (198) – 214 35 249Campanera, Ma Riezl R. 193 – (38) – 48 107 155
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Balance atbeginning of
the yearAdditions Collections Write off Current Not current Balance at
end of year
Canedo, Noemi S. 134 – (134) – – – –Canillas, Emmanuel R. – – – – – – –Capili, Maria Aileen M. 209 130 – – 140 199 339Capino, Joachim T. – 260 – – 76 184 260Capobianco, Anna Marie F. 198 – (63) – 70 65 135Cariaga, Catherine M. 372 – (102) – 130 140 270Cariaga, Eric V. 138 – (138) – – – –Carlos, Violeta A. 211 – (55) – 82 74 156Caro, Rowena R. 181 – (48) – 55 78 133Casaclang, Maribel P. – 226 – – 34 192 226Casambros, Nympha D. 221 – (44) – 54 123 177Casires, Odelon H. – 228 – – 34 194 228Castillo, Honey Lyn A. – 215 – – 31 184 215Castillo, Mara Siena L. 130 – (4) – 49 77 126Castro, Angelene Elvira L. 215 – (45) – 54 116 170Castro, Erlinda R. – 404 – – 151 253 404Castro, John Philip M. 219 – (219) – – – –Castro, Ma Francesca H. 273 – (50) – 61 162 223Castro, Ulysses L. – 215 – – 53 162 215Catane, Roberto Paul D. 174 – (49) – 58 67 125Catapang, Ritchie C. 233 – (44) – 54 135 189Caviles, Kharla Joy A. – 235 – – 35 200 235Cayabyab, Pamela Shiela M. 211 – (45) – 55 111 166Cayubit Jr, Serafin A. – 219 – – 49 170 219Celis, Rosevie H. – 490 – – 184 306 490Ceniza, Minnie P. 126 – (126) – – – –Chan, Mary Jane C. 169 – (169) – – – –Chavez, Rea L. – 206 – – 47 159 206Cheng, Jolly Allan O. 166 – (50) – 56 60 116Ching, Alan John P. 222 – (222) – – – –Ching, Jean Margarette L. 178 – (58) – 65 55 120Ching, Zulaika Jane D. 219 – (41) – 51 127 178Choa, Rachel G. – 234 – – 35 199 234Chua, Catherine Ann H. 219 – (219) – – – –Chua, Henry F. – 236 – – 52 184 236Chua, Jenice D. 479 – (129) – 200 150 350Chua, Paulina L. 153 – (153) – – – –Chua, Tan Guat Dolores L. 222 – (222) – – – –Orcine, III William Cipriano D. 219 – (219) – – – –Clavecillas, Anthony A. – 420 – – 84 336 420Claveria, Leah P. 100 – (100) – – – –Clemente, Cesar Christian B. – 240 – – 35 205 240Cleofe, Michael Herbert A. – 229 – – 35 194 229Clutario, Ma Luisa T. 190 – (66) – 78 46 124Co, Aris G. 296 – (64) – 77 155 232Co, Renato D. 225 – (41) – 50 134 184Co, Ruth G. 289 – (58) – 71 160 231Cobarrubias, Malcolm A. 146 – (146) – – – –Cobarrubias, Maria Cristina S. 208 102 – – 124 186 310Collantes, Jose Maria P. – 235 – – 34 201 235Constantino, Carlo E. – 296 – – 60 236 296Contreras, Yolanda G. 178 – (49) – 55 74 129Cordero, Patricia C. – 215 – – 53 162 215Coronado, Raffy D. – 226 – – 33 193 226Corpuz, Denise S. 193 – (47) – 56 90 146Cotabato Sugar Central
Company Inc. 400,000 – – – 400,000 – 400,000Creus, Corazon T. – 247 – – 61 186 247Cruz, Anne Rachelle R. 239 – (53) – 64 122 186Cruz, Christian C. 208 – (46) – 56 106 162Cruz, Flordeliza M. 129 – (129) – – – –Cruz, Florence G. 154 – (51) – 59 44 103Cruz, Johann Arthur D. – 162 – – 23 139 162Cruz, Napoleon S Jr. 401 – (401) – – – –Cruz, Rowena E. – 268 – – 39 229 268
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Balance atbeginning of
the yearAdditions Collections Write off Current Not current Balance at
end of year
Cua, Randy Torlao. – 225 – – 35 190 225Cuartero, Rebecca C. – 278 – – 61 217 278Cuaton, Ursulo L Jr II. 411 – (411) – – – –Cueno, Neslie B. – 236 – – 35 201 236Cueto, Emiliano B. – 300 – – 60 240 300Cueto, Rodel G. – 266 – – 58 208 266Dagoy, Divine Grace F. 172 – (172) – – – –Daguio, Ricsan M. – 232 – – 52 180 232Dalistan, Ma Victoria M. – 252 – – 59 193 252Danganan, Florence B. – 101 – – 42 59 101Dantes, Consuelo V. – 593 – – 245 348 593Datuin, Marie Kris C. – 228 – – 35 193 228Davao Sugar Central Co Inc. 200,000 – (200,000) – – – –David, Arnold T. – 181 – – 64 117 181De Gracia, Luis A. – 236 – – 35 201 236De Guzman , Pricilla G. 197 – (197) – – – –De Guzman , Rachelle D. 138 – (138) – – – –De Guzman, Ronald G. – 111 – – 42 69 111De Jesus, Vizhamel C. – 255 – – 40 215 255De La Pena, Allan M. – 222 – – 35 187 222De Leon , Maribeth N. 176 59 – – 157 78 235De Leon, Anna Liza D. 315 126 – – 230 211 441De Leon, Francis Honesto A. – 168 – – 49 119 168De Leon, Ma Katherine S. – 105 – – 42 63 105De Luna , Baltazar Randy B. 291 – (171) – 69 51 120De Luna, Ren-Jennieca S. – 225 – – 35 190 225De Mesa, Michael Anthony C. – 437 – – 90 347 437De Peralta , Margareth M. 388 – (388) – – – –De Peralta, Margareth M. – 173 – – 63 110 173De Silva, Ana Marie A. – 232 – – 35 197 232De Vera, Ray Donald V. – 238 – – 34 204 238Del Rosario , Raquel Y. 174 – (174) – – – –Del Rosario, Raquel Y. – 125 – – 58 67 125Dela Cruz , Adonis S. 393 – (216) – 55 122 177Dela Cruz , Glennmore G. 231 – (63) – 72 96 168Dela Cruz , Marinella A. 173 – (48) – 58 67 125Dela Cruz, Christian A. – 193 – – 29 164 193Dela Cruz, Efren O Jr. 550 – (187) – 218 145 363Dela Cruz, Gilbert S. – 240 – – 35 205 240Dela Cruz, Jesucristina R. – 182 – – 45 137 182Dela Cruz, Melanie B. – 219 – – 52 167 219Dela Rosa, Eric John C. – 308 – – 70 238 308Delgado, Ann Michelle R. – 208 – – 45 163 208Delos Santos, Nova B. 116 – (116) – – – –Deocampo, Joanne B. 138 – (138) – – – –Depusoy, Cherry L. – 270 – – 39 231 270Detubio, Carmen Q. 246 124 – – 139 231 370Deuna Jr, Rodolfo S. – 283 – – 61 222 283Dimaala, Arnold C. – 1,397 – – 578 819 1,397Dimla, Eduardo S Jr. 1,590 – (1,590) – – – –Dmci, Project Developers Inc. 231,054 – (231,054) – – – –Dogillo, Shella A. 120 – (120) – – – –Dolina, Maria Luisa M. 178 – (49) – 55 74 129Dolor, Babylyn I. – 213 – – 34 179 213Dominic L. 261 – (261) – – – –Don, Jennifer A. – 302 – – 65 237 302Ducado, Mary Nell A. 213 – (43) – 52 118 170Dumalaog, Rosemarie R. 183 – (183) – – – –Dumlao, Philip C. 244 – (43) – 52 149 201Duran, Ana Maria Josefina R. – 292 – – 65 227 292Dytuco, Dona Marie R. 223 – (45) – 55 123 178Ebora, Leovelino D. 200 – (46) – 56 98 154Lumbres, Ms. Susana Editha G. 150 – (150) – – – –Elinzano, Levi A. – 211 – – 53 158 211Ellarma, Ma Katherine V. – 212 – – 33 179 212
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Balance atbeginning of
the yearAdditions Collections Write off Current Not current Balance at
end of year
Enanosa, Carlo I. 206 – (206) – – – –Encarnacion, Maria Esmeralda E. 219 – (45) – 53 121 174Engracia, Rudyard A. – 233 – – 35 198 233Episcope, Henry C. 178 74 – – 216 36 252Erana, Maria Gloria Dulce F. 166 – (56) – 63 47 110Erfe, Raymond L. – 235 – – 51 184 235Escalicas, Ma Isabel G. 208 – (208) – – – –Escoses, Ermelyn D. 205 – (65) – 77 63 140Esguerra, Arnold B. 181 – (181) – – – –Esparagoza, Mariel Andrea P. – 296 – – 60 236 296Espina, Joseph Andrew P. – 234 – – 35 199 234Espinosa, Emmanuel S. – 176 – – 64 112 176Estacio, Geronimo D. – 260 – – 39 221 260Eusores, Willem P. – 232 – – 52 180 232Evangelista, Khristopher A. – 236 – – 35 201 236Fabila, Enrico S. – 225 – – 35 190 225Faigal, Noel B. – 317 – – 46 271 317Fajardo, Annaliza O. 124 168 – – 60 232 292Faustino, Michael M. – 269 – – 59 210 269FDC Misamis Power Corporation. 1,478,302 2,955,570 – – 361,949 4,071,923 4,433,872FDC Utilities, Inc. 602 – (203) – 218 181 399Fernandez, Bruno S. – 278 – – 62 216 278Fernandez, Jacqueline S. 10,782 – (1,486) – 8,581 715 9,296Fernandez, Lyan Mae Ritz S. – 234 – – 35 199 234Fernandez, Maria Deborah B. – 291 – – 60 231 291Fernandez, Roberto N. – 762 – – 538 224 762Ferrer, Imelda C. – 115 – – 63 52 115Ferriols, Mary Jane G. – 215 – – 46 169 215Fiesta, David G. – 137 – – 48 89 137Figueras, Maurice Albert II R. – 353 – – 52 301 353Filarchipelago, Hospitality Inc. 253 – (253) – – – –Filinvest, Development Corporation. 5,621,850 – – – 1,322,788 4,299,062 5,621,850Filomeno, Gay S. 230 117 – – 160 187 347Florendo, Portia Gilda D. 168 206 – – 214 160 374Flores, Elamor C. – 149 – – 112 37 149Flores, Gerald H. 252 253 – – 184 321 505Flores, Russell A. – 215 – – 33 182 215Foja, Jacobo G. 381 – (229) – 91 61 152Francia Jr, Odelon T. – 1,372 – – 433 939 1,372Francia, Odelon T Jr. 1,488 – (1,488) – – – –Francisco, Anacleto D. – 232 – – 35 197 232Franco, Ma Christa Feumeta C. – 271 – – 112 159 271Gaba, Glenda S. 247 161 – – 144 264 408Gabrillo, Rodrigo Jr P. – 255 – – 39 216 255Gacasan, Rosalina C. 207 – (45) – 55 107 162Gaceta, Joe Vincent A. – 194 – – 39 155 194Galicia, Olivia S. 130 – (130) – – – –Galita, Gina Marie C. 600 – (276) – 299 25 324Garcia, Joel B. – 261 – – 101 160 261Garcia, Jonathan P. – 322 – – 73 249 322Gasco, Brian Lesly Hegel S. 116 – (116) – – – –Gatmaitan, Romel B. – 318 – – 69 249 318Gattoc, Jake D. – 255 – – 40 215 255Geronimo, John Gil M. 238 – (68) – 70 100 170Geronimo, Leonardo III J. – 178 – – 44 134 178Gloez, Arthur S Jr. 129 – (129) – – – –Go, Irene Q. 180 – (60) – 63 57 120Gob, Melanie C. – 238 – – 34 204 238Gomez, Maria Cristina M. – 323 – – 69 254 323Gomez, Ramoncito M. – 265 – – 61 204 265Gonzales, Edylene D. 215 116 – – 117 214 331Gonzales, Maria Carina V. – 312 – – 69 243 312Gonzalvo, Christian R. – 387 – – 172 215 387Guerrero, Nilo B. 107 – (107) – – – –Guevarra, Melissa C. – 240 – – 34 206 240
- 6 -
*SGVFS015899*
Balance atbeginning of
the yearAdditions Collections Write off Current Not current Balance at
end of year
Guillermo, Ma Anna Kamille S. – 287 – – 62 225 287Guino, Frances Lea C. 221 32 – – 253 – 253Gusi, Adelaida B. – 233 – – 35 198 233Gutierrez, Johnell T. 289 134 – – 363 60 423Gutierrez, Windy B. 189 – (189) – – – –Hachero, Cyril R. – 236 – – 52 184 236Hebron, Marinela C. 193 – (193) – – – –Hementera, Jonah M. 317 – (317) – – – –Hermogeno, Marianne B. – 103 – – 36 67 103Hipolito, Jonathan A. – 229 – – 35 194 229Honorico, Tootsie I. 191 – (67) – 79 45 124Honrado, Ma Lourdes A. – 187 – – 28 159 187Honrado, Michael D. – 236 – – 35 201 236Huerta, Jose Arturo E. – 240 – – 34 206 240Hulguin, Joseph A. 181 – (48) – 55 78 133Ibay, Marvin I. – 215 – – 53 162 215Iglesias, Lovelyn L. – 236 – – 35 201 236Ignacio, Alfomine I. – 212 – – 33 179 212Ignacio, Cheryl M. – 108 – – 41 67 108Ignacio, Felipe A. 102 163 – – 167 98 265Ilao, Maria Lolita E. – 236 – – 35 201 236Iremedio, December E. 174 – (174) – – – –Isidro, Rod Louie Jefferson C. 347 175 – – 330 192 522Jacinto, Erica Ivy V. – 309 – – 71 238 309James, Marvin A. 311 – (149) – 55 107 162Jaucian, Eufrocina B. 2,192 – (241) – 334 1,617 1,951Jingco, Alfred Angelo N. – 228 – – 51 177 228Jocson, Avegale L. – 102 – – 68 34 102Jonsay, Jayvee B. 247 – (43) – 53 151 204Jose, Hannah Guitar G. 211 – (45) – 55 111 166Joven, Rhoda T. 168 172 – – 204 136 340Junio, Ma Karen B. 125 – (125) – – – –Kimpo, Cherry Ann Vanessa C. 200 – (56) – 64 80 144Kosca, Reginald Dennis B. 190 – (45) – 53 92 145Labradores, Matilde Diane C. – 260 – – 60 200 260Lacambra, Gemma C. 221 – (64) – 72 85 157Lacambra, Jarrold Janh J. – 238 – – 34 204 238Lacea, Jonne Ann R. 244 – (43) – 52 149 201Lacsamana, Judy Ulysses A. 188 – (50) – 55 83 138Ladaban, Justin Robert G. 572 – (572) – – – –Laguda, Janette S. 392 – (132) – 195 65 260Lama, Mary Ann B. 172 – (58) – 68 46 114Lampano, Moises G. 104 – (104) – – – –Landrito, Ivah Marizol D. 387 90 – – 212 265 477Lanuza, Jude Thaddeus T. – 215 – – 31 184 215Lapira, Cristina B. – 230 – – 49 181 230Laus, Willeth L. 225 – (42) – 47 136 183Layug, Jennifer G. 230 – (44) – 54 132 186Lazaro, Zaida Angelita P. 170 – (49) – 58 63 121Legaspi, Jocelyn C. 4,053 19 – – 1,685 2,387 4,072Legaspina, Joanne Marie R. 237 – (44) – 53 140 193Leoncio, Amabelle S. – 588 – – 214 374 588Lestino, Ayvelyn P. – 221 – – 34 187 221Leuterio, Kristine Karen R. 185 – (48) – 57 80 137Liamzon, Maria Teresita A. – 197 – – 41 156 197Ligayo, Michael H. 192 – (39) – 48 105 153Lim, Arlton Ralph F. – 226 – – 33 193 226Lim, Christopher M. – 250 – – 37 213 250Lim, Jeremy P. – 420 – – 85 335 420Lim, Joan Lorraine F. – 232 – – 34 198 232Lim, Karen D. 234 – (44) – 53 137 190Lim, Stanley Jason G. 244 – (43) – 52 149 201Lima, Ma Barbara V. 208 – (208) – – – –Lim-Marohombsar, Maria Cecilia M. 170 – (51) – 57 62 119Limpin, Jerald C. – 222 – – 33 189 222
- 7 -
*SGVFS015899*
Balance atbeginning of
the yearAdditions Collections Write off Current Not current Balance at
end of year
Lingad, Alexander F. 237 – (237) – – – –Locsin, Raul Raymund C. 204 – (68) – 71 65 136Lopez, Anna Lyn M. 102 – (102) – – – –Lopez, Maylene R. 280 189 – – 165 304 469Lopez, Paul John B. 247 202 – – 163 286 449Lopez, Rio Bianca D. – 227 – – 35 192 227Lopinto, Laurence T. – 255 – – 40 215 255Lorraine G. 111 – (111) – – – –Lotho, Glenn B. 125 – (125) – – – –Lovete, Adele Maida V. – 231 – – 35 196 231Lumbres, Ma Susana Editha G. – – – – – – –Lumuthang, Rodney A. 244 100 – – 295 49 344Baldon, Ma Lourdes Genevieve A. – 323 – – 69 254 323Liwag, Maria Victoria V. – 279 – – 61 218 279Mabulac, Mary Grace O. – 228 – – 35 193 228Macaballug, Carmina D. 122 148 – – 39 231 270Macapagal, Jahil L. 199 – (72) – 80 47 127Macaraeg, Sally Marie D. 205 – (65) – 73 67 140Magadia, Jizell P. 103 – (103) – – – –Magadia, Marlowe L. 211 – (45) – 55 111 166Magallanes, Carmina S. – 408 – – 258 150 408Magbanua Jr, Mariano M. – 458 – – 100 358 458Magdales, Gerardo C. 154 – (154) – – – –Maglaki, Jeannette D. 571 6 – – 223 354 577Magnaye, Racquel F. 508 – (158) – 210 140 350Maipid, Paolo Juan Miguel D. 146 – (146) – – – –Makilan, Claudette G. 193 – (47) – 56 90 146Malabanan, Lyndona T. – 219 – – 34 185 219Maliwat, Paulo Ceazar F. – 240 – – 34 206 240Mamalayan, Paulino O. 150 – (150) – – – –Mamangun, Catherine M. – 287 – – 60 227 287Manabat, Edgar F. – 248 – – 38 210 248Mancilla, Rose Elizabeth B. 203 – (203) – – – –Manggalo, Debbie T. 250 – (42) – 52 156 208Manguiat, Katherine N. 917 – (917) – – – –Manguinao, Vanessa Elaine G. – 248 – – 61 187 248Maningas, Gisela Michelle S. 210 – (77) – 84 49 133Manuel, Karleen L. 483 – (483) – – – –Maramag, Maria Katrina N. 129 – (129) – – – –Marana, Felino V. Jr – 362 – – 81 281 362Marcelo, Jasmin Mae C. 208 – (46) – 54 108 162Mariano, Bon Art M. – 236 – – 35 201 236Maribojoc, Maria Cristina L. 237 – (237) – – – –Buban Jr, Marino M. – 300 – – 60 240 300Marqueses, Ofelia D. 174 – (174) – – – –Martinez, Mark Anthony M. – 491 – – 196 295 491Mata, Sheryl Anne G. – 145 – – 79 66 145Matela, Mona Liza S. – 111 – – 39 72 111Mateo, Maria Romina M. 147 – (147) – – – –Matias, Mel P. – 378 – – 41 337 378Mayrina, Felina Anne P. – 231 – – 33 198 231Mayuga, April F. – 255 – – 39 216 255Medina, Carlota A. 138 – (138) – – – –Medina, Iv Aristeo N. 251 – (51) – 63 137 200Medina, Lizel N. 247 – (43) – 53 151 204Megrino, Jesusa E. – 104 – – 37 67 104Mendez, Mary Joy C. 201 – (201) – – – –Mendoza, Paul Heather D. – 231 – – 35 196 231Mendoza, Sharon Ester Marie A. – 261 – – 40 221 261Mercado, Joel M. 756 – (202) – 277 277 554Mercado, Mark Carmel M. – 219 – – 35 184 219Mercado, Rolando L. – 161 – – 107 54 161Michael D. 251 – (251) – – – –Mijares, Rochelle M. – 181 – – 28 153 181Mindanao, Jo Carissa O. – 268 – – 39 229 268
- 8 -
*SGVFS015899*
Balance atbeginning of
the yearAdditions Collections Write off Current Not current Balance at
end of year
Minoza, Eliza Grace C. 225 – (225) – – – –Mirabueno, Jo-Anne G. 206 – (44) – 54 108 162Molina, George T. 455 – (251) – 122 82 204Molo Jr, Eugene B. – 270 – – 39 231 270Moncupa, Antonio Jr C. – 9,800 – – 9,800 – 9,800Monsalud, Risty M. – 283 – – 62 221 283Morales, Cyrus C. 189 – (47) – 55 87 142Morelos, Marie Charlienne N. – 296 – – 61 235 296Mortel, Maria Kristina A. 204 – (56) – 66 82 148Mosqueda, Evangeline A. 398 – (289) – 109 – 109Munoz, Richard Benjamin S. 116 197 – – 68 245 313Narciso, Paolo D. 192 – (192) – – – –Narvacan, Genalyn M. 103 165 – – 39 229 268Nasol, Severino D. 237 – (43) – 53 141 194Natividad, Noel U. 244 – (49) – 60 135 195Natividad, Precious D. – 260 – – 40 220 260Navalta, Charles David C. – 277 – – 62 215 277Navarrete, Marife S. 211 – (45) – 55 111 166Navarro, Michael B. 104 79 – – 71 112 183Navidad, Jose M. 261 – (61) – 71 129 200Nayve, Julie Adelyn A. 116 – (116) – – – –Ng, Estrella B. 189 – (47) – 55 87 142Nicasio, Myra P. 170 – (170) – – – –Nicolas, Erlinda C. – 255 – – 34 191 225Nietes, Raymund Albert C. – 280 – – 69 211 280Noche, Englebert D. – 264 – – 60 204 264Nonato, Herman D. 119 – (119) – – – –Nufable, Emerson B. 107 114 – – 33 188 221Oandasan, Ma Melrose Gemma P. – 287 – – 60 227 287Ocfemia, Arlene V. – 225 – – 35 190 225Ofren, Merrylyn B. – 229 – – 35 194 229Ojales, Kristel D. – 128 – – 90 38 128Olaes, Gilbert S. – 202 – – 29 173 202Olalia, Agnes M. 272 – (50) – 61 161 222Olalia, Anthony M. 162 – (50) – 56 56 112Olarte, Harold T. 201 – (47) – 56 98 154Olivar, Jim Lordon R. – 235 – – 35 200 235Ona, Lourdes A. 547 – (332) – 103 112 215Ong, Abigail U. – 240 – – 35 205 240Ong, Catherine C. 115 – (115) – – – –Ong, Christina J. 158 – (158) – – – –Ong, Ma Noemi S. 146 – (146) – – – –Ong, Michael S. 204 – (38) – 46 120 166Orcine III, William Cipriano D. – 174 – – 55 119 174Orlanda, Jose Jr A. – 267 – – 59 208 267Ortiz, Toni Regina L. 166 – (50) – 56 60 116Padua, Ryan A. – 217 – – 31 186 217Pagaduan, Marieglis O. – 211 – – 44 167 211Pagaduan, Quintin R. – 420 – – 85 335 420Pagtakhan, Marissa L. – 233 – – 35 198 233Pagtakhan, Mark Alvin A. 161 – (52) – 60 49 109Palaganas, Juan Carlos S. – 238 – – 35 203 238Paliza, Rowena B. – 167 – – 53 114 167Palo, Danilo N. 134 – (134) – – – –Palomo, Jesus Enrico L. 128 – (128) – – – –Pama, Cristina O. 293 244 – – 403 134 537Pamfilo, Ma Anna Lourdes D. 280 – (49) – 60 171 231Panadero, Mary Jane R. – 229 – – 34 195 229Pangan, Noel S. 415 176 – – 229 362 591Panganiban, Maricel G. 101 – (101) – – – –Panganiban, Rogel L. 237 – (237) – – – –Pangilinan, Karren M. – 230 – – 53 177 230Panizales, Joy Anne D. – 265 – – 39 226 265Papag, Marita B. 174 – (174) – – – –Paraan, Annie Rose C. – 635 – – 246 389 635
- 9 -
*SGVFS015899*
Balance atbeginning of
the yearAdditions Collections Write off Current Not current Balance at
end of year
Paragas, Lex C. 200 – (200) – – – –Paras, Ana Maria L. 2,499 – (2,374) – 100 25 125Pascual Jr, Conrad Paul D. 310 – (172) – 55 83 138Payawal, Roberto A. 124 – (23) – 29 72 101Pe Benito, Florence Y. – 173 – – 72 101 173Pe, Benito Florence Y. 236 – (236) – – – –Pena, Nova S. – 312 – – 46 266 312Penafiel, Evangeline S. 162 – (50) – 58 54 112Penaloza, Allan M. 162 – (50) – 58 54 112Penarubia, Allan T. 154 – (154) – – – –Peralta, Maureen M. – 173 – – 53 120 173Perez, Emilyn N. – 233 – – 35 198 233Perez, Ma Lourdes R. – 109 – – 40 69 109Perez, Raphael K. – 196 – – 29 167 196Perez, Soraya F. 470 – (203) – 267 – 267Petallano, Homer D. – 288 – – 63 225 288Pilares, Mylene L. 693 – (207) – 265 221 486Pineda, Edgardo B. 121 106 – – 50 177 227Pons, Pedro S. – 260 – – 40 220 260Posadas, Jomar N. 134 – (134) – – – –Presingular, Gerard John C. 163 133 – – 136 160 296Prudente, Sarah Melissa A. 244 – (43) – 52 149 201Puig, Antonette S. – 232 – – 36 196 232Puno, Ma Christina C. 205 – (65) – 76 64 140Purugganan, Francesco Michael D. – – – – – – –Que, Kathryn. 154 – (154) – – – –Que, Sharon D. 204 – (46) – 54 104 158Quismundo, Sheila B. – 270 – – 63 207 270Rabor, Almira D. 206 – (47) – 53 106 159Rafael L. 235 – (235) – – – –Rago, Osias Jr M. – 222 – – 32 190 222Ramirez, Claire L. 260 – (45) – 60 155 215Ramirez, Rico G. – 187 – – 125 62 187Ramirez, Sarah Jane E. – 227 – – 35 192 227Ramiscal, Gerna Joanne G. 273 – (273) – – – –Ramones, Ninia D. – 231 – – 35 196 231Ramos, Clarissa S. – 250 – – 55 195 250Ramos, Harold D. 116 – (116) – – – –Ramos, Karren B. 158 – (50) – 59 49 108Ramos, Manuel W. – 246 – – 50 196 246Ramos, Noel R. – 143 – – 49 94 143Ramos, Romel P. – 255 – – 54 201 255Ramos, Xavier C. 1,079 – (1,079) – – – –Ranola, Benizi R. – 268 – – 39 229 268Raymundo, Redentor E. 234 – (44) – 53 137 190Reboredo, Raymond T. 124 – (124) – – – –Reburiano, Ma Carina L. 244 59 – – 214 89 303Redor, Carlos Carpio M. – 240 – – 34 206 240Regalado, Daphne Xandra Z. 222 – (222) – – – –Resurreccion, Mary Anne L. 174 – (49) – 58 67 125Reyes, Angela I. – 248 – – 38 210 248Reyes, Annabelle M. 241 229 – – 269 201 470Reyes, Crispin A. 260 173 – – 162 271 433Reyes, Eunice Agnes B. – 250 – – 50 200 250Reyes, Frederick D. 384 – (184) – 61 139 200Reyes, Katherine M. – 233 – – 35 198 233Reyes, Lovely M. 240 – (240) – – – –Reyes, Ma Leonora Y. 132 – (132) – – – –Reyes, Peter John D. – 250 – – 37 213 250Reyes, Rosselyn Grace P. 213 – (39) – 49 125 174Reynoso, Nina May Q. 160 – (8) – 102 50 152Ricaforte, Gracia Regina E. 130 – (130) – – – –Ringor, Rowena Y. 195 – (36) – 44 115 159Rito, Irene D. 146 – (146) – – – –Rivano, Lucas Andre A. 115 – (115) – – – –
- 10 -
*SGVFS015899*
Balance atbeginning of
the yearAdditions Collections Write off Current Not current Balance at
end of year
Rivera, Mary Ann I. – 265 – – 62 203 265Rivera, Ravi P., Jr. 124 – (124) – – – –Rivera, Viena Genea T. – 229 – – 35 194 229Rodis, Joanna C. – 125 – – 65 60 125Rodriguez, Paulo Jose L. 394 – (234) – 120 40 160Rogato, Anna Lissette Y. – 250 – – 51 199 250Rojas, Jocelyn D. 223 – (45) – 55 123 178Romero, Andrei Maria O. – 229 – – 35 194 229Ronase, Marvin M. – 191 – – 44 147 191Rosal, Frederick Voltaire J. 114 – (114) – – – –Rosales, Maricel C. – 238 – – 34 204 238Rosario, Suzette C. 275 – (59) – 72 144 216Roxas, Alfredo M. – 240 – – 35 205 240Ruado, Jerry R. – 339 – – 120 219 339Sacayanan, Kim Ceasar L. – 231 – – 35 196 231Saguinsin, Jannet D. 395 – (119) – 151 125 276Salazar, Adrian Wilson E. 398 – (139) – 164 95 259Salazar, Henry D. – 278 – – 62 216 278Salazar, Iza Roselle B. – 210 – – 31 179 210Salvador, Arnold M. – 225 – – 35 190 225Salvador, Dino Antonio A. 196 – (46) – 56 94 150Salvador, Francis Alexandre A. – – – – – – –Salvador, Rommel S. – 338 – – 74 264 338Salvador, Sheila C. 120 – (120) – – – –Saman, Christine R. – 296 – – 61 235 296Sampang, Renato Z. 558 – (343) – 215 – 215Samson, Joy P. 363 – (158) – 52 153 205San Agustin, Annabelle E. – 240 – – 35 205 240San Miguel, Krista Margaret D. – 218 – – 32 186 218San Agustin, Maria Luz R. 223 – (45) – 55 123 178San Jose, Alina F. 215 – (45) – 55 115 170San Jose, Editha N. 287 – (137) – 138 12 150Sancho, Ma Cecile B. – 112 – – 61 51 112Sangalang, Catherine D. 154 – (154) – – – –Sangalang, Mai G. 158 – (158) – – – –Sangkula, Sheena E. 177 – (47) – 56 74 130Santiago, Imelda P. – 229 – – 35 194 229Santiago, Riza H. – 115 – – 98 17 115Santos, Broderick C. 257 – (61) – 71 125 196Santos, Silvino C., Jr. 208 – (43) – 51 114 165Savellano, Roland M. 185 – (185) – – – –See, Evelyn O. 138 – (138) – – – –Seguiza, Marlon C. – 232 – – 51 181 232Sen, Neil Allen A. 240 – (81) – 96 63 159Serrano, Mineleo C. 135 93 – – 34 194 228Sibug, Maria Theresa C. 273 – (273) – – – –Sierra, Abigail G. 1,030 – (1,030) – – – –Sigua, Ann Grace D. 151 – (40) – 43 68 111Silagan, Paulo P. – 318 – – 46 272 318Simora, Levi C. – 194 – – 39 155 194Singui, Maria Francia M. – 263 – – 39 224 263Siochi, Alberto Antonio E. 237 – (44) – 53 140 193Siongco, Ma Liza C. 303 – (57) – 70 176 246Siongco, Yvette Rhodora A. 196 – (196) – – – –Siquian, Esperanza Q. – 270 – – 61 209 270Sisican, Lilibeth R. 154 – (154) – – – –Sison, Cholette M. – 236 – – 51 185 236Sison, John Y. – 232 – – 51 181 232Siy, Jimmy C. – 287 – – 60 227 287Soliongco, Jocelyn V. 195 76 – – 130 141 271Soliven, Erlie G. 145 – (145) – – – –Soller, Amada Ma Laarni C. 142 – (142) – – – –Soriano, Leila V. 125 – (125) – – – –Soriano, Maricel C. 117 233 – – 127 223 350Soriano, Sheryl L. – 312 – – 46 266 312
- 11 -
*SGVFS015899*
Balance atbeginning of
the yearAdditions Collections Write off Current Not current Balance at
end of year
Sta. Maria, Aileen C. – 274 – – 61 213 274Sta. Maria, Esther S. 144 – (144) – – – –Suerte, Felipe Rowen G. 451 – (110) – 178 163 341Sugay, Rachel Joy R. 107 – (107) – – – –Suico, Arnel T. 181 – (48) – 55 78 133Sunga, Benedict Dionnie V. – 236 – – 35 201 236Susmerano, Gerardo 1,219 – (416) – 482 321 803Sy, Bennison L. – 240 – – 35 205 240Sy, Mirasol L. – 228 – – 34 194 228Sy, Rosemarie G. 175 – (60) – 63 52 115Sy, Stephanie May T. – 236 – – 35 201 236Tabladillo, Kristina Grace P. – 222 – – 35 187 222Talingting, Charie Mae J. – 240 – – 35 205 240Tamosa, Randy N. – 236 – – 35 201 236Tan, Catherine T. 148 – (148) – – – –Tandoc, Emmanuel V. – 888 – – 367 521 888Tapia, Jennifer E. – 226 – – 35 191 226Taruc, Diana Grace N. – 275 – – 63 212 275Tayag Jr, Avelino C. – 240 – – 35 205 240Tecson, Aileen V. – 215 – – 53 162 215Tecson, Miguel Carlos P. – 256 – – 37 219 256Tee, Lorita C. 134 – (134) – – – –Teves, Elmer A. 333 – (164) – 48 121 169Teves, Marie Antoinette G. 108 – (108) – – – –Tiburcio, Fredie Ross E. – 223 – – 33 190 223Ticzon, Wilroy V. 239 – (53) – 62 124 186Ting, Mariel Ayna Y. – 116 – – 18 98 116Tinio, Karsten T. 486 – (149) – 193 144 337Tiu, Elena M. – 117 – – 117 – 117Tomas, Desmelyn F. – 540 – – 240 300 540Tomboc, Juancho A. 119 118 – – 86 151 237Topacio, Mary Ann E. 371 – (104) – 153 114 267Torres, Carolyn P. – 216 – – 53 163 216Trangia, Jude Thaddeus T. 223 – (40) – 50 133 183Treyes, Cecilia S. – 244 – – 67 177 244Trinidad, Arlene R. 111 379 – – 178 312 490Trinidad, Edna S. – 231 – – 36 195 231Trinidad, Katrina Mara B. – 237 – – 35 202 237Tuason, Geraldine M. 189 – (47) – 55 87 142Tuason, Yvette Adrienne B. – 228 – – 33 195 228Tuazon, Ma Cecilia P. – 300 – – 61 239 300Tubu, Charisse C. 208 – (46) – 56 106 162Tumao, Maria Leah L. 174 – (49) – 58 67 125Tumbaga, Allan John M. 3,069 – (314) – 719 2,036 2,755Ty, Janice S. – 455 – – 97 358 455Ty, Maria Cristina C. 160 – (44) – 50 66 116Umingan, Juliet S. – 265 – – 39 226 265Uy, Ernesto T. 796 – (161) – 635 – 635Uy, Giovanni N. – 247 – – 61 186 247Uy, Ivy B. 7,702 – (7,702) – – – –Uy, Wennievic Y. 230 – (44) – 54 132 186Valderrama, Liberty B. 436 – (436) – – – –Valencia, Ma Shenie S. 301 – (63) – 75 163 238Valenzuela, Nico B. 189 147 – – 192 144 336Valera, Valerie Mariflor G. 196 – (66) – 74 56 130Valiente, Virgilio S. – 259 – – 55 204 259Vallespin, Lerma Noveline E. – 214 – – 31 183 214Valmonte, Abigail Bernice Y. – 227 – – 35 192 227Valmonte, Ferdinand O. – 212 – – 31 181 212Valoria, Elzon P. 462 – (139) – 298 25 323Vedasto, Gemma C. – 148 – – 55 93 148Velasco, Rufina Anabelle M. 109 – (109) – – – –Venturina, Hazel E. – 234 – – 35 199 234Venus, Ziera Lou R. – 132 – – 51 81 132Vergel, De Dios Anthony V. 324 – (324) – – – –
- 12 -
*SGVFS015899*
Balance atbeginning of
the yearAdditions Collections Write off Current Not current Balance at
end of year
Versoza, Paula Bianca R. – 227 – – 35 192 227Verzosa, Eugenio C. 174 – (49) – 56 69 125Viernes, Jovito M. 159 – (159) – – – –Villa, Archibald V. 209 – (66) – 69 74 143Villa, Gloria M. – 278 – – 61 217 278Villagonzalo, Ramil M. – 233 – – 51 182 233Villano, Robin Melchor Jon V. 146 – (146) – – – –Villano, Robin Melchor V. 190 – (190) – – – –Villar, Rhamil B. 217 – (41) – 50 126 176Villarama, Maria Aileen A. 134 56 – – 69 121 190Villaraza, Alessandro L. 2,724 – (138) – 242 2,344 2,586Villegas, Maria Corazon R. 216 – (58) – 63 95 158Viray, Cecilia P. 239 – (239) – – – –Vismonte, Rommelito G. – 208 – – 52 156 208Vital, Aries Z. – 361 – – 80 281 361Vitalicio, Rusell R. – 232 – – 35 197 232Vives, Jason P. 204 – (46) – 54 104 158Yadao, Israel C., Jr. 373 70 – – 156 287 443Yambao, Ralph Eduardo A. 147 – (41) – 47 59 106Young, Christian Irving B. 189 – (34) – 43 112 155Yuson, Dyan Ann D. 108 – (108) – – – –Yuson, Ephraim Vincent M. 193 – (193) – – – –Zambrano, Ronivi M. – 349 – – 71 278 349Canillas, Emmanuel Ramon
Zamora Itf. 112 – (112) – – – –
Zamora, Jovito N. 523 – (297) – 181 45 226Zepeda, Djhoanna R. 349 – (199) – 55 95 150
*SGVFS015899*
Schedule C. Amounts receivable from related parties which are eliminated duringthe consolidation of financial statements
Below is the schedule of receivables from related parties which are eliminated in the consolidatedfinancial statements as of December 31, 2015 (amounts in thousands):
Balance atbeginning
of year Additions CollectionsBalance at
end of yearEast West Rural Bank, Inc. P=561,018 P=8,822,495 (P=8,286,727) P=1,096,786East West Insurance Brokerage, Inc. – 2,391 – 2,391
P=561,018 P=8,824,886 (P=8,286,727) P=1,099,177
Schedule D. Intangible Assets
As of December 31, 2015, the goodwill and intangible assets in the Group’s consolidated statementsof financial position follow (amounts in thousands):
Details of the Group’s long term debt* as of December 31, 2015 follow (amounts in millions):
Amount Current NoncurrentLower Tier 2 unsecured subordinated notes due 2025 P=4,967 P=– P=4,967Lower Tier 2 unsecured subordinated notes due 2021 1,500 – 1,500
P=6,467 P=– P=6,467*Excludes long-term negotiable certificates of deposit, that are classified as deposit liabilities in the statement of financial position.
Schedule F. Indebtedness to Related Parties (long term loan obligations to related parties)
The Group has no outstanding long term loan obligations to its related parties as ofDecember 31, 2015.
Schedule G. Guarantees of Securities of Other Issuers
The Group does not have guarantees of securities of other issuers as of December 31, 2015.
*SGVFS015899*
Schedule H. Capital Stock
Below is the schedule of the Group’s issued and outstanding capital stock as of December 31, 2015(amounts in thousands):
Number of SharesIssued
andoutstanding Reserved for
as shown options,under related warrants, Held bystatement of conversion Directors,
financial and other Related Officers andTitle of issue Authorized position rights parties Employees OthersEast West Banking
The Stockholders and the Board of DirectorsEast West Banking CorporationEast West Corporate CenterThe Beaufort5th Avenue corner 23rd StreetFort Bonifacio Global CityTaguig City
We have audited the accompanying consolidated financial statements of East West BankingCorporation and Subsidiaries (the Group) as at and for the year ended December 31, 2015, on whichwe have rendered the attached report dated February 24, 2016.
In compliance with Securities Regulation Code Rule No. 68 as amended (2011), we are stating thatthe Group has eighty one (81) stockholders owning ten (10) or more shares each.
SYCIP GORRES VELAYO & CO.
Josephine Adrienne A. AbarcaPartnerCPA Certificate No. 92126SEC Accreditation No. 0466-AR-3 (Group A), February 9, 2016, valid until February 8, 2019Tax Identification No. 163-257-145BIR Accreditation No. 08-001998-61-2015, February 27, 2015, valid until February 26, 2018PTR No. 5321601, January 4, 2016, Makati City
BOA/PRC Reg. No. 0001, December 14, 2015, valid until December 31, 2018SEC Accreditation No. 0012-FR-4 (Group A), November 10, 2015, valid until November 9, 2018