Banking LAW
1. FOREIGN STOCKHOLDINGS [SEC. 11-13; GBL]
SECTION 11. Foreign Stockholdings
Foreign individuals and non-bank corporations may own or
control up to forty percent (40%) of the voting stock of a domestic
bank. This rule shall apply to Filipinos and domestic non-bank
corporations. (12a; 12-Aa) The percentage of foreign-owned
voting stocks in a bank shall be determined by the citizenship of
the individual stockholders in that bank. The citizenship of the
corporation which is a stockholder in a bank shall follow the
citizenship of the controlling stockholders of the corporation,
irrespective of the place of incorporation. (n)
SECTION 12. Stockholdings of Family Groups or Related
Interests
Stockholdings of individuals related to each other within the
fourth degree of consanguinity or affinity, legitimate or common-
law, shall be considered family groups or related interests and
must be fully disclosed in all transactions by such an individual
with the bank. (12-Da)
SECTION 13. Corporate Stockholdings
Two or more corporations owned or controlled by the same
family group or same group of persons shall be considered
related interests and must be fully disclosed in all transactions
by such corporations or related groups of persons with the bank.
(12-Ba)
2. FOREIGN BANKS [SEC. 73; GBL]
SECTION 73. Acquisition of Voting Stock in a Domestic
Bank
Within seven (7) years from the effectivity of this Act and subject
to guidelines issued pursuant to the Foreign Banks
Liberalization Act, the Monetary Board may authorize a foreign
bank to acquire up to one hundred percent (100%) of the voting
stock of only one (1) bank organized under the laws of the
Republic of the Philippines. Within the same period, the
Monetary Board may authorize any foreign bank, which prior to
the effectivity of this Act availed itself of the privilege to acquire
up to sixty percent (60%) of the voting stock of a bank under the
Foreign Banks Liberalization Act and the Thrift Banks Act, to
further acquire voting shares of such bank to the extent
necessary for it to own one hundred percent (100%) of the voting
stock thereof. In the exercise of this authority, the Monetary
Board shall adopt measures as may be necessary to ensure that
at all times the control of seventy percent (70%) of the resources
or assets of the entire banking system is held by banks which
are at least majority-owned by Filipinos.
Any right, privilege or incentive granted to a foreign bank under
this Section shall be equally enjoyed by and extended under the
same conditions to banks organized under the laws of the
Republic of the Philippines. (Secs. 2 and 3, RA 7721)
3. FOREIGN BANK LIBERALIZATION ACT [RA 7721, AS
AMENDED BY RA 10641]
a. MORB Sections 102-103 & 108
SECTION 102. BASIC GUIDELINES IN ESTABLISHING
DOMESTIC BANKS
A new banking organization must have suitable/fit shareholders,
adequate financial strength, a legal structure in line with its
operational structure, a management with sufficient expertise
and integrity to operate the bank in a sound and prudent
manner.
In establishing a new banking organization, the documentary
requirements to be submitted to the Bangko Sentral are listed in
Appendix 33.
The revised rules and regulations governing the organization,
membership, establishment, administration, activities,
supervision and regulation of cooperative banks are found in
Appendix 34.
Prerequisites for the grant of a universal banking authority
a. Compliance with guidelines. A domestic bank seeking
authority to operate as a UB shall submit an application to
the appropriate supervising department of the Bangko
Sentral. The applicant shall comply with the guidelines for
the issuance of a UB authority and shall submit all the
documentary requirements enumerated in Appendix 1.
b. Public offering of bank shares. A domestic bank applying
for a UB authority shall, as a condition to the approval of its
application, make a public offering of at least ten percent
(10%) of the required minimum capital and this condition
must be complied with before it can be granted the license
for authority to operate as a UB.
The term public offering shall mean the offer to sell equity shares
to the public.
Public shall refer to all prospective stockholders, excluding the
bank’s directors, shareholders owning twenty percent (20%) or
more of the bank’s subscribed capital stock, together with those
of their relatives within the fourth degree of consanguinity or
affinity, and corporations controlled b y or affiliated with them.
A bank whose shares of stock are already listed in the Philippine
Stock Exchange (PSE) at the time of filing of its application for
UB authority shall be deemed to have complied with the public
offering requirement. Likewise, an applicant bank may opt to
have its shares listed in the PSE directly instead of passing
through the process of public offering. In either case, at least ten
percent (10%) of the applicant bank’s capital stock should be
held by public stockholders before it can be granted the license
for authority to operate as a UB.
c. Listing of bank shares in the stock exchange. Domestic banks
granted a UB license, existing or new, must list their shares in
the PSE within three (3) years: Provided, That in the case of new
UBs, the three (3) year period shall be reckoned from the date
the license to operate as a UB was granted. In the case of
existing UBs which have not listed their shares in the exchange,
the three (3) year period lapsed on 27 December 1998.
The guidelines on public offering and listing of bank shares
are enumerated in Appendix 1.
Establishment of new domestic banks. There shall be a
moratorium on the establishment of new domestic banks, except
as follows: (i) grant of new universal/commercial banking license
in connection with the upgrading of an existing thrift bank under
Phase 1, and (ii) establishment of new banks in cities or
municipalities where there are no existing banking offices, both
of which shall comply with the required minimum capitalization
under Sec. 121 and other qualification requirements prescribed
under existing regulations.
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 Banking LAW
The moratorium on the establishment of new domestic banks
shall be fully lifted and locational restrictions shall be fully
liberalized under Phase 2 starting 01 January 2018.
Establishment of microfinance-oriented banks. A
microfinance-oriented bank is a bank that provides financial
services and caters primarily to the credit needs of the basic or
disadvantaged sectors such as farmers, peasants, artisanal
fisherfolk, workers in the formal sector and migrant workers,
workers in the informal sectors, indigenous peoples and cultural
communities, women, differently-abled persons, senior citizens,
victims of calamities and disasters, youth and students, children,
urban poor and low income households for their
microenterprises and small businesses so as to enable them to
raise their income levels and improve their living standards.
Microfinance loans are granted on the basis of the borrower’s
cash flow and are typically unsecured.
The guidelines on the establishment of a microfinance-oriented
bank are as follows:
a. Microfinance-oriented banks may be established on a very
selective basis, preferably in places not fully served by existing
RBs or in areas not fully serviced by microfinance-oriented
banks, subject to the following additional criteria (in addition to
standard licensing requirements):
(1) That the microfinance-oriented bank to be established shall
either be a TB or an RB;
(2) That the capital of the microfinance-oriented banks to be
established should be owned by private persons, multilateral
entities or a combination thereof;
(3) That the minimum paid-in capital of microfinance-oriented
banks shall be the applicable capitalization requirement under
Sec. 121;
(4) That the organizers must have the capacity to engage in
microfinancing, which may be indicated by the following:
(a) At least twenty percent (20%) of the paid-in capital of the
proposed bank must be owned by persons or entities with track
record in microfinancing.
(b) Majority of the members of the board of directors have
experience in microfinancing with at least one (1) member
having actual banking experience.
(c) The proposed bank must have as a minimum, an
adequate loan tracking system that allows daily monitoring of
loan releases, collection and arrearages, and any restructuring
and refinancing.
(5) In addition to the requirements for the establishment of
banks in Appendix 33, the application for authority to establish a
microfinance-oriented bank must be accompanied by the
following documents:
(a) A vision and mission statement with clear expression of
the commitment to reach low-income clients.
(b) A written manual of operations, which shall include the
administrative and credit program systems and procedures.
The Manual must be consistent with the core principles,
characteristics and features of microfinance indicated in Sec.
314.
(6) At least fifty percent (50%) of the bank’s gross loan portfolio
shall at all times consist of microfinance loans as defined in Sec.
314.
b. The requirement that the president, chief operating officer or
general manager of a TB or RB must have at least two (2) year
experience in banking and/or finance may be substituted with
microfinance experience in cases of officers of a microfinance
organization applying for authority to establish, or convert into a
TB or RB: Provided, That the officer concerned is a college
graduate.
c. Subject to the standard branching requirements under Sec.
105 and minimum capital requirements under Sec. 121,
microfinance-oriented banks may apply for establishment of a
branch after one (1) year of profitable operations.
d. Existing non-bank microfinance organizations applying for
authority to establish, or convert into a microfinance-oriented TB
or RB may also be allowed to convert their existing
branches/offices into branches of the bank proposed to be
established by simultaneously applying for authority for the
purpose.
However, the standard requirements for the establishment of
branches and the minimum capitalization requirement, have to
be complied with. Moreover, there must be a proof that the area
is not fully served by any existing RB.
Conditions for the grant of authority to convert into a lower
category
a. That the bank must have complied with the minimum capital
requirement and other laws/regulations applicable to the lower
bank category into which it is converting. For this purpose, the
term “capital” shall be as defined under Sec. 121;
b. That the bank immediately upon receipt of notice of approval
of conversion shall not engage in nor renew transactions under
authorities not associated with those allowed for the lower bank
category into which it is converting and within six (6) months
from date of receipt of notice of approval of its application for
conversion, the bank shall phase-out all inherent powers and
activities under special authorities not normally associated to the
lower bank category into which it is converting: Provided, That a
TB (previously authorized by the Monetary Board to accept
demand deposits) may be allowed to retain such authority when
converting into an RB but may clear checks only through a
correspondent bank and shall not be allowed to participate
directly in the Philippine Clearing House Corporation (PCHC)
and the Bangko Sentral check clearing operations: Provided,
further, That for failure to comply with these requirements, the
following monetary and non-monetary penalties shall be
imposed reckoned from the set deadline until the bank has fully
complied with the said requirements.
(1) Monetary penalties
From UB to KB P30,000/day
From KB to TB P15,000/day
From TB to RB
Within Metro Manila P5,000/day
Outside Metro Manila P500/day
(2) Non-monetary penalties
(a) Suspension of branching privileges;
(b) Suspension of declaration of cash dividends;
(c) Restriction on lending to affiliates;
(d) Denial of access to Bangko Sentral rediscounting
facilities;
(e) Suspension of authority to accept or handle government
deposits;
(f) Suspension of authority to engage in derivatives activities
(for a UB converting into a KB); and
(g) Suspension of authority to invest in allied undertakings.
c. That a bank which has not corrected as of date of application
the major findings/violations noted in its latest examination shall
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 Banking LAW
submit upon application a Memorandum of Understanding that Application Fee License Fee
Bank Category
it shall correct the same within a period of six (6) months from (in Million Pesos)
date of receipt of notice of approval of its application, otherwise, Universal Banks 0.500 25.000
the same monetary and non-monetary penalties mentioned in Commercial Banks 0.400 20.000
Item “b” above shall be imposed; Thrift Banks
-Head Office in National
d. That the bank shall submit the pertinent amended Articles of 0.100 5.000
Capital Region (NCR)
Incorporation and By-Laws duly registered with the SEC within -Head Office in All
six (6) months from date of receipt of notice of approval of its 0.040 2.000
Other Areas Outside NCR
application; Rural and Cooperative Banks
-Head Office in NCR 0.010 0.500
e. That the bank shall fully disclose its new status in its signage,
-Head Office in All
financial statements and stationeries; and
Other Areas Outside NCR
0.004 0.200
(All Cities up to 3rd class
f. That the bank shall start operation in the lower category into
municipalities)
which it is converting after approval by the SEC of the bank’s
-Head Office in All
amended Articles of Incorporation and By-Laws, its compliance
Other Areas Outside NCR
with all the conditions of approval of the conversion and the 0.002 0.100
(4th class to 6th class
issuance by the Bangko Sentral of a certificate of authority to
municipalities)
operate.

Conversion of microfinance-oriented thrift banks/rural
banks
a. Microfinance-oriented TBs and RBs are allowed to convert to
regular TBs and RBs: Provided, That they have complied with
all the requirements for a regular TB/RB license and subject to
the submission of the following:
(1) Certification signed by the president or officer of
equivalent rank stating that the allocation of at least fifty percent
(50%) of the gross loan portfolio to microfinance is no longer
feasible due to changes in market condition. The certification
shall be supported by:
(a) a market study citing, among others, changes in
demographic, social, and economic factors; and
(b) strategic plan and business strategy contemplating
the conversion to a regular bank; and
(2) Certified true copy of the resolution of the bank’s
stockholders and board of directors authorizing the conversion
of the microfinance-oriented bank into a regular bank. The bank
must also change its business name to reflect its reclassification
to a regular bank.
b. Microfinance-oriented branches may convert into regular
branches subject to the submission of the following:
(1) Certification signed by the president or officer of
equivalent rank that:
(a) At least seventy percent (70%) of deposits
generated by the branch shall be lent out to
microfinance borrowers; and
(b) The allocation of at least fifty percent (50%) of the
gross loan portfolio is no longer feasible due to
changes in market condition in the locality where it is
located. The certification shall be supported by a
market study citing, among others, changes in
demographic, social, and economic factors; and
(2) Certified true copy of the resolution of the bank’s board
of directors authorizing the conversion of the microfinance-
oriented branch into a regular branch.
Application and license fees for new domestic banks.
Applications for new domestic banking licenses, except for
applications to establish a bank with head office located in cities
or municipalities where there are no existing banking offices as
well as to merge and acquire a distressed bank, shall be subject
to both application and license fees below:
The application fee shall be non-refundable and shall be paid
upon filing of the written application to establish a bank. The
license fee, net of the application fee, shall be paid after the
Monetary Board has approved said application.
The aforementioned fees shall also apply to existing domestic
and foreign banks that are upgrading to the next higher bank
category.
Certificate of authority to register. The SEC shall not register
the articles of incorporation and by-laws of any bank, or any
amendment thereto, unless accompanied by a certificate of
authority issued by the Bangko Sentral, under its seal. The
certificate shall not be issued unless the Monetary Board is
satisfied from the evidence submitted that:
a. All requirements of existing laws and regulations to engage in
the business for which the applicant is proposed to be
incorporated have been complied with;
b. The public interest and economic conditions, both general and
local, justify the authorization; and
c. The amount of capital, the financing, organization, direction
and administration, as well as the integrity and responsibility of
the organizers and administrators reasonably assure the safety
of deposits and the public interest.
Business name
a. UBs/KBs. Only a bank that is granted universal/commercial
banking authority may represent itself to the public as such in
connection with its business name.
b. TBs. TBs may be allowed to adopt and use any name:
Provided, That the words A Thrift Bank, A Savings Bank, A
Private Development Bank or A Stock Savings and Loan
Association, as the case may be, are affixed after its business
name.
c. RBs/Coop Banks. RBs/Coop Banks may adopt a corporate
name or use a business name/style with the word Rural or Coop,
as the case may be. Said banks may also adopt a name without
such words: Provided, That the identifying phrase, A
Cooperative Bank or A Rural Bank, as the case may be, is
affixed after its business name: Provided, further, That where
the name of the bank is shown on letterheads, billboards and
other advertising materials, the size of the letters of such phrase
shall be at least one-half (1⁄2) the size of the business name.

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Subject to prior approval of the Bangko Sentral, a TB, RB or
Coop Bank may apply to be exempted from t h e g e n e r a l
requirements under Items “b” and “c” above: Provided, that the
applicant TB, RB or Coop Bank shows compliance with the
following conditions:
(1) The new business name of the bank must reasonably
describe the business activities that the bank is engaged in.
(2) The business name should not mislead, misrepresent or
give a false impression to the public with respect to the
banking category of a bank, the location/s and clientele it
serves, as well as the products and services that the
applicant bank is authorized to offer to the public.
(3) The applicant bank shall not use a business name that
is identical, deceptive or confusingly similar with existing
corporate names, in accordance with existing applicable
laws, rules and regulations governing the use of corporate
names pursuant to the provisions of the Corporation Code of
the Philippines.
(4) The applicant bank must meet the minimum
capitalization requirements applicable at the time of filing of
its application to change its business name.
(5) The applicant bank must not have any major supervisory
concern/s that threaten its solvency or liquidity, as
determined by the appropriate supervising department/s of
the Bangko Sentral.
(6) Other conditions which the Bangko Sentral may deem
necessary or as may be warranted by the attendant
circumstances in order to protect the public interest.
The application of a TB, RB or Coop Bank for exemption
from the general requirements on the use of name under
Items “b” and “c” above shall be supported by the following:
(1) Application letter signed by the president or officer of
equivalent rank indicating the justification for the request;
(2) Notarized secretary’s certificate on the resolution of the
bank’s board of directors authorizing the request for
exemption;
(3) Certification signed by the president or the officer of
equivalent rank that the bank has complied with all the
conditions for the said application; and
(4) Such other documents as may be required by the
Bangko Sentral.
Bank advertisements. The following rules and regulations shall
govern bank advertisements.
f. Banks shall discontinue any advertisement whenever the
same is deemed unethical/unwarranted or violative of the
provisions of these regulations. The client banks and/or
their advertising agencies shall incorporate in their
contract/agreement for time and space with media the
condition that such contract/agreement for time and space
can be cancelled/terminated immediately whenever the
client bank is directed by the Bangko Sentral to desist or
discontinue a particular advertisement in question.
g. Responsibility for compliance with the above rules and
regulations rests with the bank officers and/or directors who
caused the approval or placement of such advertisement.
(Circular Nos. 932 dated 16 December 2016, 929 dated 28 October 2016, 902 dated 15 February 2016 and 872
dated 13 March 2015)
SECTION 103. LIBERALIZED ENTRY AND SCOPE OF
OPERATIONS OF FOREIGN BANKS.
The following rules shall govern the liberalized entry and scope
of operation of foreign banks.
Modes of entry of foreign banks. With prior approval of the
Monetary Board, foreign banks may operate in the Philippines
through anyone(1) of the following modes:
a. By acquiring, purchasing or owning up to 100% of the voting
stock of an existing domestic bank (including banks under
receivership or liquidation, provided no final court liquidation
order has been issued);
b. By investing in up to 100% of the voting stock of a new
banking subsidiary incorporated under the laws of the
Philippines; or
c. By establishing a branch and sub-branches with full banking
authority.
Interested foreign banks shall file with the Bangko Sentral their
application for authority to operate in the Philippines
through any of the modes of entry mentioned above. The
application requirements are listed in Appendix2.
Qualification requirements. A foreign bank seeking to operate
in the Philippines through any of the modes of entry provided
under Items “a” to “c” under this Section on Modes of entry of
foreign banks must, in addition to satisfying the criteria
prescribed under this Section on Guidelines for selection, be –

a. No bank shall publish, issue or distribute in any form, any

a. Widely-owned and publicly-listed in the country of origin,
advertisement that shall degrade, deprecate or otherwise
unless the foreign bank applicant is owned and controlled
prejudice other banking and financial institutions.
by the government of its country of origin; and
b. No bank shall publish, issue or distribute in any form of
b. Established, reputable and financially sound.
advertisement (in newspapers, magazines, television,
radio, billboards, brochures, prospectuses, or any other
The determination of whether a foreign bank applicant is widely-
medium) or allow itself to be used/mentioned in any form of
owned and publicly listed, established, reputable, and financially
advertisement unless such advertisement is in pursuance
sound shall be based on the information derived from submitted
of its business or investment.
documents as required under Appendix 2. Further, if the foreign
c. No bank shall place or cause to be placed any
bank is owned/ controlled by a holding company, this
advertisement tending to mislead a depositor into believing
requirement may apply to the holding company.
that he will get more in benefits than what the bank is legally
authorized to give. No bank advertisement shall contain any
Guidelines for selection. The following factors shall be
false claim or exaggerated representation as to its liquidity,
considered in selecting the foreign banks which will be allowed
solvency, resources, deposits and banking services.
to enter the Philippine banking system through R.A. No. 7721,
d. No bank advertisement shall give the impression that the
as amended by R.A. No. 10641:
bank is engaged in a business other than banking.
e. Banks shall inform their depositors and other clients by
advertisement or publication of the termination of benefits a. Geographic representation and complementation.
previously advertised or publicized. Representation from the different parts of the world

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 Banking LAW
and/or the international financial centers shall be
ensured.
b. Strategic trade and investment relationships between
the Philippines and the home country of the foreign
bank. Consideration shall be given to the countries of
origin of applicant foreign banks –
(1) With substantial financial assistance to, and loans
and investments, past and present, in the Philippines;
and
(2) With which the Philippines has significant volume
of trade especially to those with which the country has
substantial net exports.
c. Relationship between the applicant bank and the
Philippines. Consideration shall be given to the
capability of the foreign bank to promote trade with, and
to bring foreign investments into, the Philippines. Long
standing financial and commercial relationship with,
and assistance extended to, the Philippines, shall
likewise be taken into account.
d. Demonstrated capacity, global reputation for financial
innovations and stability in a competitive environment
of the applicant bank.
e. Reciprocity rights enjoyed by Philippine banks in the
applicant’s country. Subject to the host country’s rules
and regulations of general application, Philippine
banks should have the opportunity to establish
operations in the foreign bank applicant’s home
country.
f. Willingness to fully share banking technology.
Capital requirements of foreign banks.
a. For locally incorporated subsidiaries. A foreign bank
subsidiary shall comply with the minimum capital and
prudential capital ratios applicable to domestic banks of the
same category as prescribed under prevailing regulations.
b. For foreign bank branches
(1) A foreign bank branch shall comply with the minimum
capital and prudential capital ratios applicable to domestic
banks of the same category as prescribed under prevailing
regulations.
(2) For purposes of compliance with minimum capital
regulations, the term “capital of a foreign bank branch” shall
refer to the sum of: (i) permanently assigned capital, (ii)
undivided profits, and (iii) accumulated net earnings, which
is composed of unremitted profits not yet cleared by the
Bangko Sentral for outward remittance and losses in
operations, less capital adjustments as may be required by
the Bangko Sentral in accordance with prevailing rules and
regulations of general application.
(3) Permanently assigned capital shall be inwardly remitted
and converted into Philippine currency at the exchange rate
prevailing at the time of remittance.
(4) Any Net due from head office, branches, subsidiaries
and other offices outside the Philippines, excluding
accumulated net earnings, shall be a deductible adjustment
to capital.
(5) For purposes of compliance with the SBL, the capital of
a foreign bank branch, subject to prescribed adjustments,
shall be synonymous to its “net worth”.
Transitory provision.
a. Minimum capital of foreign banks.
Minimum capital of foreign banks established in the
Philippines prior to R.A. No. 10641 shall comply with the
applicable minimum capital level requirement as prescribed
under Sec. 121. Existing foreign banks that do not meet the
minimum capital requirements shall submit an acceptable
capital build-up program as required under Sec. 121.
b. SBL
1. Loans and credit commitments of foreign bank
branches as of 07 August 2014 may be maintained, but
once repaid or expired, shall no longer be increased in
excess of the ceiling allowed under the succeeding
paragraph.
2. Existing foreign bank branches shall be given until 31
December 2019 to use twice the level of capital as
defined in this Section as net worth, as reference point
for purposes of determining the appropriate SBL.
Risk-based capital for foreign bank branch
a. Foreign bank branches shall comply with the same
risk-based capital adequacy ratios applicable to
domestic banks of the same category.
b. In computing the risk-based capital adequacy ratios,
Common Equity Tier 1 (CET1) capital shall include
permanently assigned capital, undivided profits,
accumulated net earnings and other capital
components.
c. Any Net due from head office, branches, subsidiaries
and other offices outside the Philippines, excluding
accumulated net earnings shall be deducted from
CET1 capital.
d. The guidelines for computing the risk- based capital
adequacy ratios are provided in Appendix 59.
Head Office guarantee. The head office of foreign bank
branches shall guarantee prompt payment of all liabilities of
its Philippine branches, as well as the observance of the
constitutional rights of the employees of such branches.
Scope of authority for locally incorporated subsidiaries of
foreign banks as well as branches with full banking
authority. Subsidiaries and branches of foreign banks
established under this Section on Modes of entry of foreign
banks shall be allowed to perform the same functions and enjoy
the same privileges of, and be subject to the same limitations
imposed upon, a Philippine bank of the same category.
Privileges shall include the eligibility to operate under a universal
banking authority subject to compliance with existing rules and
regulations and the guidelines enumerated in Appendix 3.
Control of the resources of the banking system. The
Monetary Board shall adopt such measures as may be
necessary to ensure that at all times the control of sixty percent
(60%) of the resources or assets of the entire banking system is
held by domestic banks, which are majority-owned by Filipinos.
Said measures may include –
a. Suspension of entry of additional foreign bank subsidiaries
and branches; and
b. Suspension of license upgrade or conversion to subsidiary
of existing foreign bank branches.
Other measures may also be considered, provided that such
measures so adopted shall be consistent with R.A. No. 7721, as
amended by R.A. No. 10641, and shall consider vested rights
and the non-impairment of contracts.
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Change from one mode of entry to another. Foreign banks
which are operating in the Philippines may apply for conversion
of their mode of entry.
The bank shall comply with all applicable requirements and
submit an acceptable transition plan which shall address how
the foreign bank shall implement the change in mode of entry.
Equal treatment. Any right, privilege or incentive granted to
foreign banks or their subsidiaries or affiliates under R.A.
No. 7721, as amended by R.A. No. 10641 shall be equally
enjoyed by, and extended under the same conditions, to
domestic banks.
(Circular Nos. 858 dated 21 November 2014, 822 dated 13 December 2013 and 809 dated 23 August
2013)
SECTION 108. BANKING DAYS AND HOURS
Banks and/or their branches or branch-lite units, doing business
in the Philippines, shall observe for the conduct of their business
a regular banking week of five (5) days, except when such days
are non-working holidays, including local holidays, declared by
Presidential Proclamations. The regular banking week should
fall on Mondays to Fridays unless otherwise authorized by the
Bangko Sentral in the interest of the banking public. On these
days, said institution shall transact business for at least six (6)
hours each day.
Subject to compliance with other relevant laws, banks, and/or
their branches or branch-lite units, may opt to observe a banking
week in excess of the five (5) days after reporting to the Bangko
Sentral the additional days during which such banks or their
branches or offices shall transact business for at least three (3)
hours each day.
Banks and/or their branches or branch-lite units are allowed to
close on certain days in celebration of important historical and/
or religious events in the locality where these banks operate,
even in the absence of a Presidential Proclamation approving
the local holiday: Provided, That said closure has the prior
approval of the bankers association in the locality or region and
in the case of bank branches, their respective head offices:
Provided, further, That said closure will only be allowed in the
municipality or city where the festivities are centered: Provided,
finally, That banks and/or their branches or branch-lite units shall
submit, either individually or through their head offices, to the
appropriate supervising department of the Bangko Sentral, a
prior notice of their intended closure on account of a specific
local festivity not covered by a Presidential Proclamation at least
two (2) working days before the intended date of closure.
The required notice under the previous paragraph shall be
supported by a certification jointly signed by the president of the
bank or officer of equivalent position and the head of the
branches department, if any, that:
a. On the date of the temporary closure, the bank and/or their
branches or branch-lite units which are microfinance-
oriented/micro-banking office will maintain a skeletal force
to handle “out-of-town” clearing items in line with the
provisions of Sec. 802;
b. The notice of the bank’s closure and the reason thereof
shall be posted conspicuously in the bank’s premises; and
c. For branches of banks, the closure has the prior approval
of their respective head offices.
The copy of the resolution of the local bankers association and
in the case of bank branches, their respective head offices,
approving said closure shall be filed in the premises of the
banking unit concerned, which resolution shall be made
available during on-site examination or when required by the
Bangko Sentral for submission for off- site verification.
In cases of closure of the bank and/or their branches/branch-lite
units due to approved local holidays covered by a Presidential
Proclamation, no notice of temporary closure to the Bangko
Sentral shall be required.
Banking hours beyond the minimum; banking services
during holidays. Banks may, at their discretion, remain open
beyond the minimum six (6) hours and for as long as they find it
necessary, even before 8:00 AM or after 8:00 PM, subject to the
submission of prior written notice required under this Section on
report of, and changes in, banking days and hours, and
compliance with the provisions of this Section on posting of
schedule of banking days and hours, and Sec. 147 on minimum
security measures.
Banks and/or their branch/es and/or branch-lite units may opt to
remain open during any or all of their regular banking days that
were covered by holidays for the purpose of servicing deposits
and withdrawals: Provided, That a bank opting to open its head
office and/or branch/es and/or branch-lite units, shall submit to
the appropriate supervising department of the Bangko Sentral at
least two (2) working days before the intended date of opening
of the bank’s head office and/or branches and/or branch-lite
units, a notice signed by its president or officer of equivalent
rank, of its intention to open during the holidays, together with a
copy of the board resolution approving the same: Provided,
further, That the notice shall specify which office (head office
and/or branch/es and/or branch-lite units) will open on what
dates and their schedule of banking hours.
Subject to submission of a notice signed by the bank president
or officer of equivalent rank, authorized agent banks of the BIR
(BIR-AABs), and/or its branch/es and/or branch-lite units, are
allowed to open for two (2) Saturdays prior to April 15 of every
year, and daily from April 1 to income tax payment deadline, to
extend banking hours from 3:00 PM to 5:00 PM to receive
internal revenue tax payments. The notice, which shall specify
which office (head office and/or branch/es and/or branch-lite
units) will open or extend banking hours on what dates, shall be
submitted to the appropriate supervising department of the
Bangko Sentral on or before the last banking day of March of
every year.
Report of, and changes in, banking days and hours. The
banking days and hours selected for each of the offices of banks
shall be reported in writing to the appropriate supervising
department of the Bangko Sentral. Banks may change the
banking days and hours previously reported to the Bangko
Sentral by giving prior written notice: Provided, That changes in
banking days or hours shall not be made oftener than once every
thirty (30) days, except during emergencies. Emergency shall
mean (a) condition of an area or locality proclaimed by the
President of the Philippines as in a state of emergency; or (b) an
event or occasion or a combination of circumstances equivalent
to a public calamity resulting from fire, flood, or like disaster, or
through some unusual occurrence or pressing necessity not
reasonably subject to anticipation calling for immediate action or
remedy.
The prior written notice to the Bangko Sentral on changes in
banking days and hours shall be given through the fastest
means of communication, at least seven (7) banking days before
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the intended effectivity of the change in banking hours or days.
In case a bank, due to an emergency, has to open outside, or
close during, the banking hours or days reported to the Bangko
Sentral, a written report submitted within twenty- four (24) hours
from opening or closing, as the case may be, will suffice. The
report shall state the specific nature of the emergency and the
period the bank opened or closed or shall open or close by
reason of emergency.
Posting of schedule of banking days and hours. The
schedule of banking days and hours reported to the Bangko
Sentral shall be posted conspicuously at all times in the bank’s
premises.
4. CHAPTER III, SEC 15-17; GBL- BOARD OF DIRECTORS
SECTION 15. Board of Directors
The provisions of the Corporation Code to the contrary
notwithstanding, there shall be at least five (5), and a maximum
of fifteen (15) members of the board of directors of bank, two (2)
of whom shall be independent directors. An "independent
director" shall mean a person other than an officer or employee
of the bank, its subsidiaries or affiliates or related interests. (n)
Non-Filipino citizens may become members of the board of
directors of a bank to the extent of the foreign participation in the
equity of said bank. (Sec. 7, RA 7721)
The meetings of the board of directors may be conducted
through modern technologies such as, but not limited to,
teleconferencing and video-conferencing. (n)
SECTION 16. Fit and Proper Rule
To maintain the quality of bank management and afford better
protection to depositors and the public in general, the Monetary
Board shall prescribe, pass upon and review the qualifications
and disqualifications of individuals elected or appointed bank
directors or officers and disqualify those found unfit.
After due notice to the board of directors of the bank, the
Monetary Board may disqualify, suspend or remove any bank
director or officer who commits or omits an act which render him
unfit for the position.
In determining whether an individual is fit and proper to hold the
position of a director or officer of a bank, regard shall be given
to his integrity, experience, education, training, and
competence. (9-Aa)
SECTION 17. Directors of Merged or Consolidated Banks
In the case of a bank merger or consolidation, the number of
directors shall not exceed twenty-one (21). (13a)
MORB Sections 131-132; 134
D. CORPORATE GOVERNANCE
SECTION 131. POLICY STATEMENT AND DEFINITION OF
TERMS
It is the thrust of the Bangko Sentral to continuously strengthen
corporate governance in its supervised financial institutions
cognizant that this is central in sustaining the resiliency and
stability of the financial system. In this light, the Bangko Sentral
is aligning its existing regulations with the Code of Corporate
Governance for Publicly-Listed Companies issued by the SEC
as well as with best practices and standards issued by globally
recognized standard setting bodies.
Definition of terms. For purposes of these regulations, the
following definitions shall apply:
a. Affiliate shall refer to an entity linked directly or indirectly to
a BSFI by means of:
(1) Ownership, control as defined under Item “d” hereof, or
power to vote of at least twenty percent (20%) of the
outstanding voting stock of the entity, or vice-versa;
(2) Interlocking directorship or officership, where the
director or officer concerned owns, controls, as defined
under Item “d” hereof, or has the power to vote, at least
twenty percent (20%) of the outstanding voting stock of the
entity;
(3) Common ownership, whereby the common
stockholders own at least ten percent (10%) of the
outstanding voting stock of the BSFI and at least twenty
percent (20%) of the outstanding voting stock of the entity;
(4) Management contract or any arrangement granting
power to the BSFI to direct or cause the direction of
management and policies of the entity; or
(5) Permanent proxy or voting trusts in favor of the BSFI
constituting at least twenty percent (20%) of the outstanding
voting stock of the entity, or vice versa.
b. Close family members shall refer to persons related to the
BSFI’s directors, officers and stockholders (DOS) within the
second degree of consanguinity or affinity, legitimate or
common-law. These shall include the spouse, parent, child,
brother, sister, grandparent, grandchild, parent-in-law, son-
/daughter-in-law, brother/sister-in-law, grandparent-in-law,
and grandchild-in-law of the BSFI’s DOS.
c. Complex banks shall refer to UBs/KBs. Nonetheless, a
UB/KB may apply with the Bangko Sentral for a
reclassification as simple or non-complex bank in order to
avail of the reduced minimum requirement on the
constitution of board committees. The Bangko Sentral may
likewise declare TBs, RBs or Coop Banks as complex. Any
TB, RB or Coop Bank having at least three (3) of the
following characteristics shall be deemed a complex bank:
(1) Total assets of at least P6 billion;
(2) Extensive branch network;
(3) Non-traditional financial products and services by virtue
of special authorities (e.g., trust, quasi-banking, derivatives
licenses), as well as distinctive products like credit cards,
remittance, trade-related services, contract-to-sell (CTS)
financing, among other financial services;
(4) Use of non-conventional business model, such as those
using non-traditional delivery platform such as electronic
platforms; and
(5) Business strategy characterized by risk appetite that is
aggressive, and risk exposures which are increasing, such
as those with robust branch expansion programs or
acquisition plans as determined by the Bangko Sentral.
d. Control of an enterprise exists when there is:
(1) Power over more than one-half of the voting rights by
virtue of an agreement with other stockholders; or
(2) Power to govern the financial and operating policies of the
enterprise under a statute or an agreement; or
(3) Power to appoint or remove the majority of the members
of the board of directors or equivalent governing body; or
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(4) Power to cast the majority votes at meetings of the board
of directors or equivalent governing body; or
(5) Any other arrangement similar to any of the above.
Control is presumed to exist if there is ownership or holding,
whether direct or indirect, of twenty percent (20%) or more of a
class of voting shares of a company.
Should the BSFI choose to disclaim or rebut the presumption, it
should provide facts sufficient to show that there is indeed no
control. Further, the BSFI shall submit a written commitment
that: (a) shares owned or held are exclusively for investment
purposes; (b) the BSFI-stockholder will not serve on the board
of directors and will not
nominate any candidate to serve on the board of directors or
otherwise seek board representation; (c) the BSFI- stockholder
will have only limited contacts with BSFI management that are
customary for interested shareholders; (d) the BSFI-stockholder
will engage only in normal and customary transactions with the
enterprise; and (e) the BSFI will not pledge the shares acquired
to secure a loan with any institution.
e. Corresponding persons in affiliated companies shall refer to
the DOS of the affiliated companies and their close family
members.
f. Directors. Directors shall include:
(1) directors who are named as such in the articles of
incorporation;
(2) directors duly elected in subsequent meetings of the
stockholders or those appointed by virtue of the charter of
government-owned BSFIs; and
(3) those elected to fill vacancies in the board of directors.
g. Independent directors. An independent director shall refer
to a person who–
(1) is not or was not a director, officer or employee of the
BSFI, its subsidiaries, affiliates or related interests during the
past three (3) years counted from the date of his
election/appointment;
(2) is not or was not a director, officer, or employee of the
BSFI’s substantial stockholders and their related companies
during the past three (3) years counted from the date of his
election/appointment;
(3) is not an owner of more than two percent (2%) of the
outstanding shares or a stockholder with shares of stock
sufficient to elect one (1) seat in the board of directors of the
institution, or in any of its related companies or of its majority
corporate shareholders;
(4) is not a close family member of any director, officer or
stockholder holding shares of stock sufficient to elect one (1)
seat in the board of directors of the BSFI or any of its related
companies or of any of its substantial stockholders;
(5) is not acting as a nominee or representative of any
director or substantial shareholder of the BSFI, any of its
related companies or any of its substantial shareholders;
(6) is not or was not retained as professional adviser,
consultant, agent or counsel of the BSFI, any of its related
companies or any of its substantial shareholders, either in
his personal capacity or through his firm during the past three
(3) years counted from the date of his election;
(7) is independent of management and free from any
business or other relationship, has not engaged and does
not engage in any transaction with the BSFI or with any of its
related companies or with any of its substantial
shareholders, whether by himself or with other persons or
through a firm of which he is a partner or a company of which
he is a director or substantial shareholder, other than
transactions which are conducted at arm’s length and could
not materially interfere with or influence the exercise of his
judgment;
(8) was not appointed in the BSFI, its subsidiaries, affiliates
or related interests as Chairman “Emeritus”, “Ex- Officio”,
Directors/Officers or Members of any Advisory Board, or
otherwise appointed in a capacity to assist the board of
directors in the performance of its duties and responsibilities
during the past three (3) years counted from the date of his
appointment;
(9) is not affiliated with any non-profit organization that
receives significant funding from the BSFI or any of its
related companies or substantial shareholders; and
(10) is not employed as an executive officer of another
company where any of the BSFI’s executives serve as
directors.
h. Majority stockholder or majority shareholder shall refer to a
person, whether natural or juridical, owning more than fifty
percent (50%) of the voting stock of a BSFI.
i. Non-executive directors shall refer to those who are not part
of the day to day management of operations and shall
include the independent directors. However, not all non-
executive directors are considered independent directors.
j. Officers shall include the chief executive officer (CEO)1,
executive vice president, senior vice-president, vice
president, general manager, treasurer, secretary, trust
officer and others mentioned as officers of the BSFI, or
those whose duties as such are defined in the by-laws, or
are generally known to be the officers of the BSFI (or any of
its branches and offices other than the head office) either
through announcement, representation, publication or any
kind of communication made by the BSFI: Provided, That a
person holding the position of chairman or vice-chairman of
the board of directors or another position in the board of
directors shall not be considered as an officer unless the
duties of his position in the board of directors include
functions of management such as those ordinarily
performed by regular officers: Provided, further, That
members of a group or committee, including sub-groups or
sub-committees, whose duties include functions of
management such as those ordinarily performed by regular
officers, and are not purely recommendatory or advisory,
shall likewise be considered as officers.
k. Parent shall refer to a corporation which has control over
another corporation directly or (1) or more intermediaries;
l. Related company shall refer to another company which is:
(1) Its parent or holding company;
(2) Its subsidiary or affiliate; or indirectly through one
(3) A corporation where a BSFI or its majority stockholder
own such number of shares that will allow/enable such
person or group to elect at least one (1) member of the
board of directors or a partnership where such majority
stockholder is a partner.
m. Related interest shall refer to any of the following:
(1) Spouse or relative within the first degree of
consanguinity or affinity, or relative by legal adoption, of a
director, officer or stockholder of the BSFI;
(2) Partnership of which a director, officer, or stockholder of
a BSFI or his spouse or relative within the first degree of
consanguinity or affinity, or relative by legal adoption, is a
general partner;
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(3) Co-owner with the director, officer, stockholder or his
spouse or relative within the first degree of consanguinity or
affinity, or relative by legal adoption, of the property or
interest or right mortgaged, pledged or assigned to secure
the loans or other credit accommodations, except when the
mortgage, pledge or assignment covers only said co-owner’s
undivided interest;
(4) Corporation, association or firm of which any or a group
of directors, officers, stockholders of the BSFI and/or their
spouses or relatives within the first degree of consanguinity
or affinity, or relative by legal adoption, hold or own at least
twenty percent (20%) of the subscribed capital of such
corporation, or of the equity of such association or firm;
(5) Corporation, association or firm wholly or majority-
owned or controlled by any related entity or a group of
related entities mentioned in Items “m(2)” and “m(4)” above;
(6) Corporation, association or firm which owns or controls
directly or indirectly whether singly or as part of a group of
related interest at least twenty percent (20%) of the
subscribed capital of a substantial stockholder of the BSFI or
which controls majority interest of the BSFI pursuant to Item
“g” of Sec. 362 (Definition of terms);
(7) Corporation, association or firm which has an existing
management contract or any similar arrangement with the
parent of the BSFI; and
(8) Non-governmental organizations (NGOs)/foundations
that are engaged in retail microfinance operations which are
incorporated by any of the stockholders and/or directors
and/or officers or related BSFIs.
The general principles and standards that will govern the
business relationship between BSFIs and their related
NGOs/foundations engaged in retail microfinance are found
in Appendix 23.
n. Related parties shall cover the BSFI’s subsidiaries as well
as affiliates and any party (including their subsidiaries,
affiliates and special purpose entities) that the BSFI exerts
direct/indirect control over or that exerts direct/indirect
control over the BSFI; the BSFI’s DOSRl, and their close
family members, as well as corresponding persons in
affiliated companies. These shall also include such other
person/juridical entity whose interests may pose potential
conflict with the interest of the BSFI, hence, is identified as
a related party.
The above definition shall also include direct or indirect
linkages to a BSFI identified as follows:
(1) Ownership, control or power to vote, of ten percent
(10%) to less than twenty percent (20%) of the outstanding
voting stock of the borrowing entity, or vice versa;
(2) Interlocking directorship or officership, except in cases
involving independent directors as defined under existing
regulations or directors holding nominal share in the
borrowing corporation;
(3) Common stockholders owning at least ten percent
(10%) of the outstanding voting stock of the BSFI and ten
percent (10%) to less than twenty percent (20%) of the
outstanding voting stock of the borrowing entity; or
(4) Permanent proxy or voting trusts in favor of the BSFI
constituting ten percent (10%) to less than twenty percent
(20%) of the outstanding voting stock of the borrowing
entity, or vice versa.
o. Related party transactions (RPTs) shall refer to transactions
or dealings with related parties of the BSFI, including its
trust department regardless of whether or not a price is
charged. These shall include, but not limited to the
following:
(1) On- and off-balance sheet credit exposures and claims
and write-offs;
(2) Investments and/or subscriptions for debt/equity
issuances;
(3) Consulting, professional, agency and other service
arrangements/contracts;
(4) Purchases and sales of assets, including transfer of
technology and intangible items (e.g., research and
development, trademarks and license agreements);
(5) Construction arrangements/contracts;
(6) Lease arrangements/contracts;
(7) Trading and derivative transactions;
(8) Borrowings, commitments, fund transfers and
guarantees;
(9) Sale, purchase or supply of any goods or materials; and
(10) Establishment of joint venture entities.
RPTs shall be interpreted broadly to include not only
transactions that are entered into with related parties but
also outstanding transactions that were entered into with an
unrelated party that subsequently becomes a related party.
p. Risk appetite statement shall refer to the articulation in
written form of the aggregate level and types of risk that a
BSFI is willing to accept, or to avoid, in order to achieve its
business objectives. It includes qualitative statements as
well as quantitative measures expressed relative to
earnings, capital, risk measures, liquidity and other relevant
measures as appropriate.
q. Risk governance framework shall refer to the framework
through which the board of directors and management
establish the BSFI’s strategy; articulate and monitor
adherence to risk appetite and risk limits; and identify,
measure, and manage risks.
r. Risk limits shall refer to the allocation of the BSFI’s risk
appetite statement to: specific risk categories (e.g., credit,
market, liquidity, operational); the business unit or platform
level (e.g., retail, capital markets); lines of business or
product level [e.g., concentration, value-at-risk (VaR), or
other limits]; and other levels, as appropriate.
s. Stockholder shall refer to any stockholder of record in the
books of the BSFI, acting personally, or through an
attorney-in-fact; or any other person duly authorized by him
or through a trustee designated pursuant to a proxy or
voting trust or other similar contracts, whose stockholdings
in the BSFI, individual and/or collectively with the
stockholdings of: (1) his spouse and/or relative within the
first degree by consanguinity or affinity or legal adoption; (2)
a partnership in which the stockholder and/or the spouse
and/or any of the aforementioned relatives is a general
partner; and (3) corporation, association or firm of which the
stockholder and/or his spouse and/or the aforementioned
relatives own more than fifty percent (50%) of the total
subscribed capital stock of such corporation, association or
firm, amount to one percent (1%) or more of the total
subscribed capital stock of the BSFI.
t. Substantial stockholder shall refer to a person, or group of
persons whether natural or juridical, owning such number
of shares that will allow such person or group to elect at
least one (1) member of the board of directors of a BSFI or
who is directly or indirectly the registered or beneficial
owner of more than ten percent (10%) of any class of its
equity security.
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u. Subsidiary shall refer to a corporation or firm more than fifty
percent (50%) of the outstanding voting stock of which is
directly or indirectly owned, controlled or held with power to
vote by its parent corporation.
SECTION 132. BOARD OF DIRECTORS
Powers/Corporate powers of the board of directors. The
corporate powers of an institution shall be exercised, its
business conducted, and all its resources controlled through its
board of directors. The powers of the board of directors as
conferred by law are original and cannot be revoked by the
stockholders. The directors shall hold their office charged with
the duty to exercise sound and objective judgment for the best
interest of the institution.
Composition of the board of directors.
a. Pursuant to Sections 15 and 17 of R.A. No. 8791, there shall
be at least five (5), and a maximum of fifteen (15) members
of the board of directors of a BSFI: Provided, That in case
of a bank merger or consolidation, the number of directors
may be increased up to the total number of the members of
board of directors of the merging or consolidating bank as
provided for in their respective articles of incorporation, but
in no case to exceed twenty-one (21). The board of
directors shall determine the appropriate number of its
members to ensure that the number thereof is
commensurate to the size and complexity of the BSFI’s
operations.
b. To the extent practicable, the members of the board of
directors shall be selected from a broad pool of qualified
candidates. Non-executive directors, who shall include
independent directors, shall comprise at least majority of
the board of directors to promote the independent oversight
of management by the board of directors.
c. At least one-third (1/3) but not less than two (2) members of
the board of directors shall be independent directors:
Provided, That any fractional result from applying the
required minimum proportion, i.e., one-third (1/3), shall be
rounded up to the nearest whole number: Provided, further,
That in the case of RBs, at least one (1) independent
director shall be elected to the board of directors: Provided,
furthermore, That RBs whose business model is deemed
complex by the Bangko Sentral, or as directed by the
appropriate supervising department, shall have at least
one-third (1/3) but not less than two (2) members of the
board of directors as independent directors: Provided,
finally, That any fractional result from applying the required
minimum proportion, i.e., one-third (1/3) shall be rounded-
up to the nearest whole number.
d. Non-Filipino citizens may become members of the board of
directors of a BSFI to the extent of the foreign participation
in the equity of said BSFI: Provided, That pursuant to
Section 23 of the Corporation Code of the Philippines (BP
Blg. 68), a majority of the directors must be residents of the
Philippines.
Qualifications of a director.
a. A director shall have the following minimum qualifications:
(1) He must be fit and proper for the position of a director. In
determining whether a person is fit and proper for the
position of a director, the following matters must be
considered: integrity/probity, physical/mental fitness;
relevant education/financial literacy/training; possession of
competencies relevant to the job, such as knowledge and
experience, skills, diligence and independence of mind;
and sufficiency of time to fully carry out responsibilities.
In assessing a director’s integrity/probity, consideration
shall be given to the director’s market reputation, observed
conduct and behavior, as well as his ability to continuously
comply with company policies and applicable laws and
regulations, including market conduct rules, and the
relevant requirements and standards of any regulatory
body, professional body, clearing house or exchange, or
government and any of its instrumentalities/agencies.
An elected director has the burden to prove that he
possesses all the foregoing minimum qualifications and
none of the cases mentioned under Sec. 138(Persons
disqualified to become directors).
A director shall submit to the Bangko Sentral the required
certifications and other documentary proof of such
qualifications using Appendix 101 as guide within twenty
(20) banking days from the date of election. Non-
submission of complete documentary requirements or their
equivalent within the prescribed period shall be construed
as his failure to establish his qualifications for the position
and results in his removal from the board of directors.
The Bangko Sentral shall also consider its own records in
determining the qualifications of a director.
The members of the board of directors shall possess the
foregoing qualifications in addition to those required or
prescribed under R.A. No. 8791 and other applicable laws
and regulations.
(2) He must have attended a seminar on corporate
governance for board of directors. A director shall submit
to the Bangko Sentral a certification of compliance with the
Bangko Sentral-prescribed syllabus on corporate
governance for first-time directors and documentary proof
of such compliance: Provided, That the following persons
are exempted from complying with the aforementioned
requirement:
(a) Filipino citizens with recognized stature, influence and
reputation in the banking community and whose business
practices stand as testimonies to good corporate
governance;
(b) Distinguished Filipino and foreign nationals who
served as senior officials in central banks and/or financial
regulatory agencies, including former Monetary Board
members; or
(c) Former Chief Justices and Associate Justices of the
Philippine Supreme Court:
Provided, further, That this exemption shall not apply to
the annual training requirements for the members of
the board of directors.
b. Independent and non-executive directors
In selecting independent and non-executive directors,
the number and types of entities where the candidate is likewise
elected as such, shall be considered to ensure that he will be
able to devote sufficient time to effectively carry out his duties
and responsibilities. In this regard, the following shall apply:
(1) A non-executive director may concurrently serve as
director in a maximum of five (5) publicly listed companies.
In applying this provision to concurrent directorship in
entities within a conglomerate, each entity where the non-
executive director is concurrently serving as director shall
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be separately considered in assessing compliance with
this requirement; and
(2) An independent director of a BSFI may only serve as such
for a maximum cumulative term of nine (9) years. After
which, the independent director shall be perpetually barred
from serving as independent director in the same BSFI, but
may continue to serve as regular director. The nine (9) year
maximum cumulative term for independent directors shall
be reckoned from 2012.
c. Members of the board of directors shall not be appointed as
Corporate Secretary or Chief Compliance Officer.
Chairperson of the board of directors.
a. Roles of the Chairperson of the board of directors. The
Chairperson of the board of directors shall provide
leadership in the board of directors. He shall ensure
effective functioning of the board of directors, including
maintaining a relationship of trust with members of the
board of directors. He shall: (1) ensure that the meeting
agenda focuses on strategic matters including discussion
on risk appetites, and key governance concerns; (2) ensure
a sound decision-making process; (3) encourage and
promote critical discussion; (4) ensure that dissenting views
can be expressed and discussed within the decision-
making process; (5) ensure that members of the board of
directors receive accurate, timely, and relevant information;
(6) ensure the conduct of proper orientation for first-time
directors and provide training opportunities for all directors;
and (7) ensure conduct of performance evaluation of the
board of directors at least once a year.
b. Qualifications of the chairperson of the board of directors.
To promote checks and balances, the chairperson of the
board of directors shall be a non-executive director or an
independent director, and must not have served as CEO of
the BSFI within the past three (3) years. The positions of
chairperson and CEO shall not be held by one (1) person.
In exceptional cases where the position of chairperson of
the board of directors and CEO is allowed to be held by one
(1) person as approved by the Monetary Board, a lead
independent director shall be appointed.
For this purpose, the board of directors shall define the
responsibilities of the lead independent director, which shall
be documented in the corporate governance manual. The
board of directors shall ensure that the lead independent
director functions in an environment that allows him to
effectively challenge the CEO as circumstances may
warrant. The lead independent director shall perform a
more enhanced function over the other independent
directors and shall: (1) lead the independent directors at
board of directors meetings in raising queries and pursuing
matters; and (2) lead meetings of independent directors,
without the presence of the executive directors.
Board of directors meetings. BSFIs shall include in their by-
laws a provision that meetings of their board of directors shall be
held only within the Philippines, except in the case of BSFIs with
head office located outside the Philippines, where meetings may
be held in their respective places of business.
a. Full board of directors meetings
The meetings of the board of directors may be conducted
through modern technologies such as, but not limited to
teleconferencing and video conferencing as long as the
director who is taking part in said meetings can actively
participate in the deliberations on matters taken up therein:
Provided, That every member of the board of directors shall
participate in at least fifty percent (50%) and shall physically
attend at least twenty-five percent (25%) of all meetings of
the board of directors every year: Provided, further, That the
absence of a director in more than fifty percent (50%) of all
regular and special meetings of the board of directors
during his/her incumbency is a ground for disqualification in
the succeeding election.
b. Board-level committee meetings
Board-level committees shall meet as prescribed in their
respective charters. Participation of committee members
may likewise be in person or through modern technologies:
Provided, That the attendance and participation of
members in committee meetings shall be considered in the
assessment of continuing fitness and propriety of each
director as member of board-level committees and the
board of directors.
Specific duties and responsibilities of the board of
directors. The board of directors is primarily responsible for
defining the BSFI’s vision and mission. The board of directors
has the fiduciary responsibility to the BSFI and all its
shareholders including minority shareholders. It shall approve
and oversee the implementation of strategies to achieve
corporate objectives. It shall also approve and oversee the
implementation of the risk governance framework and the
systems of checks and balances. It shall establish a sound
corporate governance framework. The board of directors shall
approve the selection of the CEO and key members of senior
management and control functions and oversee their
performance.
a. The board of directors shall define the BSFI’s corporate
culture and values. It shall establish a code of conduct and
ethical standards in the BSFI and shall institutionalize a system
that will allow reporting of concerns or violations to an
appropriate body. In this regard, the board of directors shall:
(1) Approve a code of conduct or code of ethics, which shall
articulate acceptable and unacceptable activities,
transactions and behaviors that could result or potentially
result in conflict of interest, personal gain at the expense
of the BSFI as well as the corresponding disciplinary
actions and sanctions. The code of conduct shall explicitly
provide that directors, officers, and all personnel are
expected to conduct themselves ethically and perform their
job with skill, due care, and diligence in addition to
complying with laws, regulations, and company policies.
(2) Consistently conduct the affairs of the BSFI with a high
degree of integrity and play a lead role in establishing the
BSFI’s corporate culture and values. The board of directors
shall establish, actively promote, and communicate a
culture of strong governance in the BSFI, through adopted
policies and displayed practices. The board of directors
shall ensure that the CEO and executive team champion
the desired values and conduct, and that they face material
consequences if there are persistent or high profile
conduct and value breaches.
(3) Oversee the integrity, independence, and effectiveness of
BSFI’s policies and procedures for whistleblowing. It shall
allow employees to communicate, with protection from
reprisal, legitimate concerns about illegal, unethical or
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questionable practices directly to the board of directors or
to any independent unit. Policies shall likewise be set on
how such concerns shall be investigated and addressed,
for example, by an internal control function, an objective
external party, senior management and/or the board of
directors itself. It shall prevent the use of the facilities of the
BSFI in the furtherance of criminal and other improper or
illegal activities, such as but not limited to financial
misreporting, money laundering, fraud, bribery or
corruption.
b. The board of directors shall be responsible for approving
BSFI’s objectives and strategies and in overseeing
management’s implementation thereof. In this regard, the board
of directors shall:
(1) Ensure that the BSFI has beneficial influence on the
economy by continuously providing services and facilities
which will be supportive of the national economy.
(2) Approve the BSFI’s strategic objectives and business
plans. These shall take into account the BSFI’s long- term
financial interests, its level of risk tolerance, and ability to
manage risks effectively. In this respect, the board of
directors shall establish a system for measuring
performance against plans.
(3) Actively engage in the affairs of the BSFI and keep-up with
material changes in the BSFI’s business and regulatory
environment as well as act in a timely manner to protect
the long-term interests of the BSFI.
(4) Approve and oversee the implementation of policies
governing major areas of the BSFI’s operations. The board
of directors shall regularly review these policies, as well as
evaluate control functions (e.g., internal audit, risk
management and compliance) with senior management to
determine areas for improvement as well as to promptly
identify and address significant risks and issues.
c. The board of directors shall be responsible for the
appointment/selection of key members of senior management
and heads of control functions and for the approval of a sound
remuneration and other incentives policy for personnel. In this
regard, the board of directors shall:
(1) Oversee selection of the CEO and other key personnel,
including members of senior management and heads of
control functions based on the application of fit and proper
standards. Integrity, technical expertise, and experience in
the BSFI’s business, either current or planned, shall be the
key considerations in the selection process. Moreover,
since mutual trust and a close working relationship are
important, the members of senior management shall
uphold the general operating philosophy, vision and core
values of the BSFI.
(2) Approve and oversee the implementation of performance
standards as well as remuneration and other incentives
policy. The policy should be consistent with the long-term
strategic objectives and financial soundness of the BSFI
and should promote good performance, convey acceptable
risk-taking behavior, and reinforce the BSFI’s operating
and risk culture.
(3) Oversee the performance of senior management and
heads of control functions:
(a) The board of directors shall regularly monitor and
assess the performance of the management team and
heads of control functions based on approved
performance standards.
(b) The board of directors shall hold members of senior
management accountable for their actions and
enumerate the possible consequences if those actions
are not aligned with the board of directors’ performance
expectations. These expectations shall include
adherence to the BSFI’s values, risk appetite and risk
culture, under all circumstances.
(c) The board of directors shall regularly meet with senior
management to engage in discussions, question, and
critically review the reports and information provided by
the latter.
(d) Non-executive board members shall meet regularly,
other than in meetings of the audit, risk oversight,
corporate governance, and related party transactions
committees, in the absence of senior management,
with the external auditor and heads of the internal audit,
compliance and risk management functions.
(4) Engage in succession planning for the CEO and other
critical positions, as appropriate. In this respect, the board
of directors shall establish an effective succession
planning program. The program should include a system
for identifying and developing potential successors for the
CEO and other critical positions.
(5) Ensure that personnel’s expertise and knowledge remain
relevant. The board of directors shall provide its personnel
with regular training opportunities as part of a professional
development program to enhance their competencies and
stay abreast of developments relevant to their areas of
responsibility.
(6) Ensure that employee pension funds are fully funded or
the corresponding liability appropriately recognized in the
books of the BSFI at all times, and that all transactions
involving the pension fund are conducted at arm’s length
terms.
d. The board of directors shall be responsible for approving and
overseeing implementation of the BSFI’s corporate governance
framework. In this regard, the board of directors shall:
(1) Define appropriate governance structure and practices for its
own work, and ensure that such practices are followed and
periodically reviewed:
(a) The board of directors shall structure itself in a way,
including in terms of size and frequency of meetings, so as
to promote efficiency, critical discussion of issues, and
thorough review of matters. The board of directors shall
meet regularly to properly discharge its functions, and
likewise have discussions on values, conduct, and
behaviors.
(b) The board of directors shall create committees to increase
efficiency and allow deeper focus in specific areas. The
number and nature of board-level committees would
depend on the size of the BSFI and the board of directors,
the BSFI’s complexity of operations, as well as the board
of directors’ long-term strategies and risk tolerance.
(c) The board of directors shall regularly review the structure,
size and composition of the board of directors and board-
level committees with the end in view of having a balanced
membership. Towards this end, a system and procedure
for evaluation of the structure, size and composition of the
board of directors and board-level committees shall be
adopted which shall include, but not limited to,
benchmark and peer group analysis. The results of
assessment shall form part of the ongoing improvement
efforts of the board of directors.
(d) The board of directors shall adopt policies aimed at
ensuring that the members of the board of directors are
able to commit to effectively discharge their
responsibilities, which shall include policy on the number
of directorship positions and/or other internal/external
professional commitments that a director may have,
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commensurate with the responsibilities placed on the
director, as well as the nature, scale and complexity of the
BSFI’s operations.
(e) The board of directors shall ensure that individual
members of the board of directors and the shareholders
are accurately and timely informed of a comprehensive
and understandable assessment of the BSFI’s
performance, financial condition, and risk exposures. All
members of the board of directors shall have reasonable
access to any information about the BSFI at all times. The
board of directors shall also ensure that adequate and
appropriate information flows internally and to the public.
(f) The board of directors shall assess at least annually its
performance and effectiveness as a body, as well as its
various committees, the CEO, the individual directors, and
the BSFI itself, which may be facilitated by the corporate
governance committee or external facilitators. This
exercise shall cover the assessment of the ongoing
suitability of each board member taking into account his or
her performance in the board of directors and board-level
committees.
(g) The board of directors shall maintain appropriate records
(e.g., meeting minutes or summaries of matters reviewed,
recommendations made, decisions taken and dissenting
opinions) of its deliberations and decisions. The board of
directors shall also ensure that independent views in
meetings of the board of directors shall be given full
consideration and all such meetings shall be duly minuted.
(2) Develop a remuneration and other incentives policy for
directors that shall be submitted for approval of the stockholders.
The board of directors shall ensure that the policy is consistent
with the long-term interest of the BSFI, does not encourage
excessive risk-taking, and is not in conflict with the director’s
fiduciary responsibilities.
(3)Adopt a policy on retirement for directors and officers, as part
of the succession plan, to promote dynamism and avoid
perpetuation in power.
(4) Conduct and maintain the affairs of the BSFI within the scope
of its authority as prescribed in its charter and in existing laws,
rules and regulations. It shall ensure effective compliance with
the latter, which include prudential reporting obligations. Serious
weaknesses in adhering to these duties and responsibilities may
be considered as unsafe or unsound banking.
(5) Maintain, and periodically update, organizational rules, by-
laws, or other similar documents setting out its organization,
rights, responsibilities and key activities. The board of directors
shall ensure that the BSFI’s organizational structure facilitates
effective decision-making and good governance. This includes
clear definition and delineation of the lines of responsibility and
accountability.
(6) Oversee the development, approve, and monitor
implementation of corporate governance policies. The board of
directors shall ensure that corporate governance policies are
followed and periodically reviewed for ongoing improvement.
(7)Approve an overarching policy on the handling of RPTs to
ensure that there is effective compliance with existing laws, rules
and regulations at all times, that these are conducted on an
arm’s length basis, and that no stakeholder is unduly
disadvantaged. In this regard:
(a) The board of directors shall approve all material RPTs,
those that cross the materiality threshold, and write-off of
material exposures to related parties, and submit the same
for confirmation by majority vote of the stockholders in the
annual stockholders’ meeting. Any renewal or material
changes in the terms and conditions of RPTs shall also be
approved by the board of directors. All final decisions of the
board of directors on material RPTs, including important
facts about the nature, terms, conditions, original and
outstanding individual and aggregate balances,
justification and other details that would allow stockholders
to make informed judgment as to the reasonableness of
the transaction, must be clearly disclosed during
stockholders meetings and duly reflected in the minutes of
board of directors and stockholders’ meetings.
(b) The board of directors shall delegate to appropriate
management committee the approval of RPTs that are
below the materiality threshold, subject to confirmation by
the board of directors. This shall, however, exclude DOSRI
transactions, which are required to be approved by the
board of directors. All decisions under the delegated
authority must be properly recorded in the minutes of the
committee meetings.
(c) The board of directors shall establish an effective system
to:
(i) Determine, identify and monitor related parties and
RPTs;
(ii) Continuously review and evaluate existing
relationships between and among businesses and
counterparties; and
(iii) Identify, measure, monitor and control risks arising
from RPTs. The system should be able to define
related parties’ extent of relationship with the BSFI;
assess situations in which a non-related party (with
whom a BSFI has entered into a transaction)
subsequently becomes a related party and vice versa;
and generate information on the type and amount of
exposures to a particular related party. The said system
will facilitate submission of accurate reports to the
regulators/supervisors. The system as well as the
overarching policies shall be subject to periodic
assessment by the internal audit and compliance
functions and shall be updated regularly for their sound
implementation. The overarching policy and the system
shall be made available to the Bangko Sentral and
audit functions for review. Any changes in the policies
and procedures shall be approved by the board of
directors.
(d) The related parties. In this regard, material risks arising
from RPTs shall be considered in the capital planning
process. The prescribed scenario/stress tests under the
capital planning process shall also capture RPTs in order
to determine whether the BSFI is well-insulated from any
going concern issue of related parties.
(e) The board of directors shall oversee the integrity,
independence, and effectiveness of the policies and
procedures for whistleblowing. The board of directors
should ensure that senior management addresses
legitimate issues on RPT that are raised. The board of
directors should take responsibility for ensuring that staff
who raise concerns are protected from detrimental
treatment or reprisals.
(8) Define an appropriate corporate governance framework for
group structures, which shall facilitate effective oversight over
entities in the group. The board of directors of the parent
company shall ensure consistent adoption of corporate
governance policies and systems across the group. In this
regard:
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(a) The board of directors shall define and approve
appropriate governance policies, practices and structure
that will enable effective oversight of the entire group,
taking into account the nature and complexity of
operations, size and the types of risks to which the BSFI
and its subsidiaries are exposed. The board of directors
shall also establish means to ensure that such policies,
practices and systems remain appropriate in light of the
growth, increased complexity and geographical
expansion of the group. Further, it shall ensure that the
policies include the commitment from the entities in the
group to meet all governance requirements.
(b) The board of directors shall define the risk appetite for the
group, which shall be linked to the process of determining
the adequacy of capital of the group.
(c) The board of directors shall ensure that adequate
resources are available for all the entitles in the group to
effectively implement and meet the governance policies,
practices and systems.
(d) The board of directors shall define and approve policies
and clear strategies for the establishment of new
structures.
(e) The board of directors shall understand the roles, the
relationships or interactions of each entity in the group
with one another and with the parent company. The
board of directors shall understand the legal and
operational implications of the group structure and how
the various types of risk exposures affect the group’s
capital, risk profile and funding under normal and
contingent circumstances. The board of directors shall
ensure that the group’s corporate governance framework
includes appropriate processes and controls to identify
and address potential intragroup conflicts of interest,
such as those arising from intragroup transactions.
(f) The board of directors shall develop sound and effective
systems for generation and sharing of information within
the group, management of risks and effective supervision
of the group.
(g) The board of directors shall require the risk management,
compliance function and internal audit group to conduct
a periodic formal review of the group structure, their
controls and activities to assess consistency with the
board of directors approved policies, practices and
strategies and to require said groups to report the results
of their assessment directly to the board of directors.
In cases where the BSFI is a subsidiary/affiliate of a non-
Bangko Sentral regulated parent company:
(a) The board of directors shall define and approve policies
and clear strategies for the establishment of new structures
(e.g., subsidiaries/affiliate of the BSFI). The board of
directors shall also report to the Bangko Sentral any plan
to create additional group structures.
(b) The board of directors shall understand the roles,
relationships or interactions of each entity in the group with
one another and with the parent company. The board of
directors shall understand the legal and operational
implications of the group structure and how the various
types of risk exposures affect the BSFI’s capital, risk profile
and funding under normal and contingent circumstances.
e. The board of directors shall be responsible for approving
BSFI’s risk governance framework and overseeing
management’s implementation thereof. In this regard, the board
of directors shall:
a. Define the BSFI’s risk appetite. In setting the risk
appetite, the board of directors shall take into account the
business environment, regulatory landscape, and the
BSFI’s long term interests and ability to manage risk.
b. Approve and oversee adherence to the risk appetite
statement (RAS), risk policy, and risk limits.
c. Oversee the development of, approve, and oversee the
implementation of policies and procedures relating to the
management of risks throughout the BSFI.
d. Define organizational responsibilities following the three
lines of defense framework. The business line functions
will represent the first line of defense, the risk
management and compliance functions for the second
line of defense, and the internal audit function for the third
line of defense. In this regard:
(a) The board of directors shall ensure that the risk
management, compliance and internal audit functions
have proper stature in the organization, have adequate
staff and resources, and carry out their responsibilities
independently, objectively and effectively.
(b) The board of directors shall ensure that non-
executive board members meet regularly, with the
external auditor and heads of the internal audit,
compliance and risk management functions other than in
meetings of the audit and risk oversight committees, in
the absence of senior management.
Specific duties and responsibilities of a director. The
position of a director is a position of trust. A director assumes
certain responsibilities to different constituencies or
stakeholders, i.e., the BSFI itself, its stockholders, its depositors
and other creditors, its management and employees, the
regulators, deposit insurer and the public at large. These
constituencies or stakeholders have the right to expect that the
institution is being run in a prudent and sound manner. The
members of the board of directors should exercise their “duty of
care” and “duty of loyalty” to the institution.
a. To remain fit and proper for the position for the duration of
his term. A director is expected to remain fit and proper for
the position for the duration of his term. He should possess
unquestionable credibility to make decisions objectively and
resist undue influence. He shall treat board directorship as
a profession and shall have a clear understanding of his
duties and responsibilities as well as his role in promoting
good governance. Hence, he shall maintain his professional
integrity and continuously seek to enhance his skills,
knowledge and understanding of the activities that the bank
is engaged in or intends to pursue as well as the
developments in the banking industry including regulatory
changes through continuing education or training.
b. To conduct fair business transactions with the BSFI and to
ensure that personal interest does not bias board decisions.
Directors should, whenever possible, avoid situations that
would give rise to a conflict of interest. If transactions with
the institution cannot be avoided, it should be done in the
regular course of business and upon terms not less
favorable to the institution than those offered to others. The
basic principle to be observed is that a director should not
use his position to make profit or to acquire benefit or
advantage for himself and/or his related interests. He
should avoid situations that would compromise his
impartiality.
c. To act honestly and in good faith, with loyalty and in the best
interest of the institution, its stockholders, regardless of the
amount of their stockholdings, and other stakeholders such
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as its depositors, investors, borrowers, other clients and the
general public. A director must always act in good faith, with
the care which an ordinarily prudent man would exercise
under similar circumstances. While a director should always
strive to promote the interest of all stockholders, he should
also give due regard to the rights and interests of other
stakeholders.
d. To devote time and attention necessary to properly
discharge their duties and responsibilities. Directors should
devote sufficient time to familiarize themselves with the
institution’s business. They must be constantly aware of the
institution’s condition and be knowledgeable enough to
contribute meaningfully to the board’s work. They must
attend and actively participate in board and committee
meetings, request and review meeting materials, ask
questions, and request explanations. If a person cannot
give sufficient time and attention to the affairs of the
institution, he should neither accept his nomination nor run
for election as member of the board.
e. To act judiciously. Before deciding on any matter brought
before the board of directors, every director should
thoroughly evaluate the issues, ask questions and seek
clarifications when necessary.
f. To contribute significantly to the decision-making process
of the board. Directors should actively participate and
exercise objective independent judgment on corporate
affairs requiring the decision or approval of such board.
g. To exercise independent judgment. A director should view
each problem/situation objectively. When a disagreement
with others occurs, he should carefully evaluate the
situation and state his position. He should not be afraid to
take a position even though it might be unpopular.
Corollarily, he should support plans and ideas that he thinks
will be beneficial to the institution.
h. To have a working knowledge of the statutory and
regulatory requirements affecting the institution, including
the content of its articles of incorporation and by-laws, the
requirements of the Bangko Sentral and where applicable,
the requirements of other regulatory agencies. A director
should also keep himself informed of the industry
developments and business trends in order to safeguard
the institution’s competitiveness.
i. To observe confidentiality. Directors must observe the
confidentiality of non-public information acquired by reason
of their position as directors. They may not disclose said
information to any other person without the authority of the
board.
BSFIs shall furnish aII of their first-time directors within a BSFI
with a copy of the specific duties and responsibilities of the board
of directors and as an individual director prescribed under Sec.
132, upon election. The BSFI must keep on file certification
under oath of the directors concerned that they have received
copies of such specific duties and responsibilities and that they
fully understand and accept the same.
(Circular No. 969 dated 22 August 2017)
SECTION 134. OFFICERS
Qualifications of an officer. An officer must be fit and proper
for the position he is being appointed to. In determining whether
a person is fit and proper for a particular position, the following
matters must be considered: integrity/probity,
education/training, and possession of competencies relevant to
the function such as knowledge and experience, skills and
diligence.
In assessing an officer’s integrity/probity, consideration shall be
given to the officer’s market reputation, observed conduct and
behavior, as well as his ability to continuously comply with
company policies and applicable laws and regulations, including
market conduct rules, and the relevant requirements and
standards of any regulatory body, professional body, clearing
house or exchange, or government and any of its
instrumentalities/agencies.
An appointed officer has the burden to prove that he possesses
all the foregoing minimum qualifications and none of the cases
mentioned under Sec. 138 (Persons disqualified to become
officers). An officer shall submit to the Bangko Sentral the
required certifications and other documentary proof of such
qualifications using Appendix 101 as guide within twenty (20)
banking days from the date of meeting of the board of directors
in which the officer is appointed/promoted. Non- submission of
complete documentary requirements within the prescribed
period shall be construed as his/her failure to establish his/her
qualifications for the position and results to his/her removal
therefrom.
The Bangko Sentral shall also consider its own records in
determining the qualifications of an officer.
The foregoing qualifications for officers shall be in addition to
those required or prescribed under R.A. No. 8791 and other
applicable laws and regulations.
Duties and responsibilities of officers.
a. To set the tone of good governance from the top. Bank
officers shall promote the good governance practices
within the bank by ensuring that policies on governance
as approved by the board of directors are consistently
adopted across the bank.
b. To oversee the day-to-day management of the BSFI.
Bank officers shall ensure that bank’s activities and
operations are consistent with the bank’s strategic
objectives, risk strategy, corporate values and policies
as approved by the board of directors. They shall
establish a bank-wide management system
characterized by strategically aligned and mutually
reinforcing performance standards across the
organization.
c. To ensure that duties are effectively delegated to the
staff and to establish a management structure that
promotes accountability and transparency. Bank
officers shall establish measurable standards,
initiatives and specific responsibilities and
accountabilities for each bank personnel. Bank officers
shall oversee the performance of these delegated
duties and responsibilities and shall ultimately be
responsible to the board of directors for the
performance of the bank.
d. To promote and strengthen checks and balances
systems in the BSFI. Bank officers shall promote sound
internal controls and avoid activities that shall
compromise the effective dispense of their functions.
Further, they shall ensure that they give due
recognition to the importance of the internal audit,
compliance and external audit functions.
Chief Executive Officer (CEO). The CEO shall be the overall-
in-charge for the management of the business and affairs of the
BSFI governed by the strategic direction and risk appetite
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approved by the board of directors. He shall be primarily
accountable to the board of directors in championing the desired
conduct and behavior, implementing strategies, and in
promoting the long-term interest of the BSFI.
(Circular No. 969 dated 22 August 2017)
5. BANK BRANCHES AND BANKING DAYS AND HOURS
[SEC. 20 & 21]
SECTION 20. Bank Branches
Universal or commercial banks may open branches or other
offices within or outside the Philippines upon prior approval of
the Bangko Sentral.
Branching by all other banks shall be governed by pertinent
laws.
A bank may, subject to prior approval of the Monetary Board,
use any or all of its branches as outlets for the presentation
and/or sale of the financial products of its allied undertaking or
of its investment house units.
A bank authorized to establish branches or other offices shall be
responsible for all business conducted in such branches and
offices to the same extent and in the same manner as though
such business had all been conducted in the head office. A bank
and its branches and offices shall be treated as one unit. (6-B;
27)
SECTION 21. Banking Days and Hours
Unless otherwise authorized by the Bangko Sentral in the
interest of the banking public, all banks including their branches
and offices shall transact business on all working days for at
least six (6) hours a day. In addition, banks or any of their
branches or offices may open for business on Saturdays,
Sundays or holidays for at least three (3) hours a day: Provided,
That banks which opt to open on days other than working days
shall report to the Bangko Sentral the additional days during
which they or their branches or offices shall transact business.
For purposes of this Section, working days shall mean Mondays
to Fridays, except if such days are holidays. (6-Ca)
6. CHAPTER IV, DEPOSIT, LOANS AND OTHER
OPERATIONS
I. POWER OF UNIVERSAL BANKS [SEC. 23 & 29]
SECTION 23. Powers of a Universal Bank
A universal bank shall have the authority to exercise, in addition
to the powers authorized for a commercial bank in Section 29,
the powers of an investment house as provided in existing laws
and the power to invest in non-allied enterprises as provided in
this Act. (21-B)
SECTION 29. Powers of a Commercial Bank
A commercial bank shall have, in addition to the general powers
incident to corporations, all such powers as may be necessary
to carry on the business of commercial banking, such as
accepting drafts and issuing letters of credit; discounting and
negotiating promissory notes, drafts, bills of exchange, and
other evidences of debt; accepting or creating demand deposits;
receiving other types of deposits and deposit substitutes; buying
and selling foreign exchange and gold or silver bullion; acquiring
marketable bonds and other debt securities; and extending
credit, subject to such rules as the Monetary Board may
promulgate. These rules may include the
II. EQUITY INVESTMENTS- UNIVERSAL BANKS [SEC. 24-
27]
SECTION 24. Equity Investments of a Universal Bank
A universal bank may, subject to the conditions stated in the
succeeding paragraph, invest in the equities of allied and non-
allied enterprises as may be determined by the Monetary Board.
Allied enterprises may either be financial or non-financial.
Except as the Monetary Board may otherwise prescribe:
24.1. The total investment in equities of allied and non-allied
enterprises shall not exceed fifty percent (50%) of the net worth
of the bank; and
24.2. The equity investment in any one enterprise, whether allied
or non-allied, shall not exceed twenty-five percent (25%) of the
net worth of the bank.
As used in this Act, "net worth" shall mean the total of the
unimpaired paid-in capital including paid-in surplus, retained
earnings and undivided profit, net of valuation reserves and
other adjustments as may be required by the Bangko Sentral.
The acquisition of such equity or equities is subject to the prior
approval of the Monetary Board which shall promulgate
appropriate guidelines to govern such investments. (21-Ba)
SECTION 25. Equity Investments of a Universal Bank in
Financial Allied Enterprises
A universal bank can own up to one hundred percent (100%) of
the equity in a thrift bank, a rural bank or a financial allied
enterprise. A publicly-listed universal or commercial bank may
own up to one hundred percent (100%) of the voting stock of
only one other universal or commercial bank. (21-B; 21-Ca)
SECTION 26. Equity Investments of a Universal Bank in
Non-Financial Allied Enterprises
A universal bank may own up to one hundred percent (100%) of
the equity in a non-financial allied enterprise. (21-Ba)
SECTION 27. Equity Investments of a Universal Bank in
Non-Allied Enterprises
The equity investment of a universal bank, or of its wholly or
majority-owned subsidiaries, in a single nonallied enterprise
shall not exceed thirty-five percent (35%) of the total equity in
that enterprise nor shall it exceed thirty-five percent (35%) of the
voting stock in that enterprise. (21-B)
III. SECTION 28 EQUITY INVESTMENT IN QUASI BANKS
SECTION 28. Equity Investments in Quasi-Banks
To promote competitive conditions in financial markets, the
Monetary Board may further limit to forty percent (40%) equity
investments of universal banks in quasi-banks. This rule shall
also apply in the case of commercial banks. (12-E)
IV. SECTION 29 POWERS OF A COMMERCIAL BANK
SECTION 29. Powers of a Commercial Bank
A commercial bank shall have, in addition to the general powers
incident to corporations, all such powers as may be necessary
to carry on the business of commercial banking, such as
accepting drafts and issuing letters of credit; discounting and
negotiating promissory notes, drafts, bills of exchange, and
other evidences of debt; accepting or creating demand deposits;
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receiving other types of deposits and deposit substitutes; buying
and selling foreign exchange and gold or silver bullion; acquiring
marketable bonds and other debt securities; and extending
credit, subject to such rules as the Monetary Board may
promulgate. These rules may include the determination of bonds
and other debt securities eligible for investment, the maturities
and aggregate amount of such investment. (21a)
1. Powers of the Corporation
2. Enumerated Powers
3. Cases:
a. RELIANCE COMMODITIES vs. DAEWOO INDUSTRIES
FACTS: On 9 January 1980, petitioner Reliance and private
respondent Daewoo entered into a contract of sale under the
terms of which the latter undertook to ship and deliver to the
former 2,000 metric tons of foundry pig iron for the price of
US$404,000.00. Pursuant to this contract, Daewoo shipped
from Pohang, Korea, 2,000 metric tons of foundry pig iron on
board for carriage to and delivery in Manila to its consignee,
Reliance. The shipment was fully paid for. Upon arrival in
Manila, the subject cargo was found to be short of 135.655
metric tons as only 1,864.345 metric tons were discharged and
delivered to Reliance.
On 2 May 1980, another contract was entered into between the
same parties for the purchase of another 2,000 metric tons of
foundry pig iron. Daewoo acknowledged the short shipment of
135.655 metric tons under the 9 January 1980 contract and, to
compensate Reliance therefor, bound itself to reduce the price
by US$1 to US$2 per metric ton of pig iron for succeeding
orders. This undertaking was made part of the 2 May 1980
contract. However, that contract was not consummated and was
later superseded by still another contract dated 31 July 1980
On August 1, 1980, Reliance, filed with the China Banking
Corporation, an application for a L/C in favor of Daewoo
covering the amount of US$380,600.00. The application was
endorsed to the Iron and Steel Authority (ISA) for approval but
the application was denied. Reliance was instead asked to
submit purchase orders from end-users to support its application
for a Letter of Credit. However, Reliance was not able to raise
purchase orders for 2,000 metric tons. Reliance alleges that it
was able to raise purchase orders for 1,900 metric tons.
Daewoo, upon the other hand, contends that Reliance was only
able to raise purchase orders for 900 metric tons. An
examination of the exhibits 5 presented by Reliance in the trial
court shows that only purchase orders for 900 metric tons were
stamped “Received” by the ISA. The other purchase orders for
1,000 metric tons allegedly sent by prospective end- users to
Reliance were not shown to have been duly sent and exhibited
to the ISA. Whatever the exact amount of the purchase orders
was, Daewoo rejected the proposed L/C for the reason that the
goods covered fell short of the contracted tonnage. Thus,
Reliance withdrew the application for the L/C on 14 August
1980.
Subsequently, Daewoo learned that the failure of Reliance to
open the L/C as stipulated in the 31 July 1980 contract was due
to the fact that as early as May 1980, Reliance had already
exceeded its foreign exchange allocation for 1980. Because of
the failure of Reliance to comply with its undertaking under the
31 July 1980 contract, Daewoo was compelled to sell the 2,000
metric tons to another buyer at a lower price, to cut losses and
expenses Daewoo had begun to incur due to its inability to ship
the 2000 metric tons to Reliance under their contract.
Reliance filed an action for damages against Daewoo with the
trial court. Daewoo responded, inter alia, with a counterclaim for
damages, contending that Reliance was guilty of breach of
contract when it failed to open and L/C as required in the 31 July
1980 contract.
ISSUE: WON the failure of Reliance to open a letter of credit on
the date agreed upon makes him liable to the Daewoo
RULING: Yes, Reliance is liable.
A letter of credit is one of the modes of payment, set out in Sec.
8, Central Bank Circular No. 1389, “Consolidated Foreign
Exchange Rules and Regulations”, dated 13 April 1993, by
which commercial banks sell foreign exchange to service
payments for, e.g., commodity imports. The primary purpose of
the letter of credit is to substitute for, and therefore support, the
agreement of the buyer/ importer to pay money under a contract
or other arrangement. It creates in the seller/exporter a secure
expectation of payment.
We believe and so hold that failure of a buyer seasonably to
furnish an agreed letter of credit is a breach of the contract
between buyer and seller. Where the buyer fails to open a
letter of credit as stipulated, the seller or exporter is entitled
to claim damages for such breach. Damages for failure to
open a commercial credit may, in appropriate cases, include the
loss of profit which the seller would reasonably have made had
the transaction been carried out.
b. PRUDENTIAL BANK vs. IAC
FACTS: Philippine Rayon Mills, Inc. (PRMI)applied for a
commercial letter of credit with Prudential bank for the
importation of textile machinery with Nissho Co., Ltd. of Japan.
Prudential Bank executed a trust receipt signed by the President
of PRMI.
PMRI received the machinery and installed the same at its
factory. PMRI ceased business sometime in 1967 without
paying his obligation arising from the letters of credit and trust
receipt. Repeated demands for the payment of the said trust
receipt were made and to no avail. Hence, action for collection
of money was filed to the trial court.
ISSUE: Whether Philippine Rayon is liable on the basis of the
trust receipt?
HELD: Paragraph 8 of the Trust Receipt which reads: "My/our
liability for payment at maturity of any accepted draft, bill of
exchange or indebtedness shall not be extinguished or
modified" 17 does not, contrary to the holding of the public
respondent, contemplate prior acceptance by Philippine Rayon,
but by the petitioner. Acceptance, however, was not even
necessary in the first place because the drafts which were
eventually issued were sight drafts And even if these were not
sight drafts, thereby necessitating acceptance, it would be the
petitioner — and not Philippine Rayon — which had to accept
the same for the latter was not the drawee. Presentment for
acceptance is defined an the production of a bill of exchange to
a drawee for acceptance. 18 The trial court and the public
respondent, therefore, erred in ruling that presentment for
acceptance was an indispensable requisite for Philippine
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Rayon's liability on the drafts to attach. Contrary to both courts'
pronouncements, Philippine Rayon immediately became
liable thereon upon petitioner's payment thereof. Such is
the essence of the letter of credit issued by the petitioner.
A different conclusion would violate the principle upon which
commercial letters of credit are founded because in such a case,
both the beneficiary and the issuer, Nissho Company Ltd. and
the petitioner, respectively, would be placed at the mercy of
Philippine Rayon even if the latter had already received the
imported machinery and the petitioner had fully paid for it.
Commercial letters of credit have come into general use in
international sales transactions where much time necessarily
elapses between the sale and the receipt by a purchaser of the
merchandise, during which interval great price changes may
occur. Their purpose is to insure to a seller payment of a
definite amount upon presentation of documents. The bank
deals only with documents. It has nothing to do with the quality
of the merchandise. Disputes as to the merchandise shipped
may arise and be litigated later between vendor and vendee, but
they may not impede acceptance of drafts and payment by the
issuing bank when the proper documents are presented.
A letter of credit is defined as an engagement by a bank or other
person made at the request of a customer that the issuer will
honor drafts or other demands for payment upon compliance
with the conditions specified in the credit. Through a letter of
credit, the bank merely substitutes its own promise to pay for
one of its customers who in return promises to pay the bank the
amount of funds mentioned in the letter of credit plus credit or
commitment fees mutually agreed upon. 12 In the instant case
then, the drawee was necessarily the herein petitioner. It was to
the latter that the drafts were presented for payment. In fact,
there was no need for acceptance as the issued drafts are sight
drafts. Presentment for acceptance is necessary only in the
cases expressly provided for in Section 143 of the Negotiable
Instruments Law (NIL).
c. BANK OF AMERICA, NT vs. CA
FACTS: Bank of America received an Irrevocable Letter of
Credit issued bu Bank of Ayudhya for the Account of General
Chemicals Ltd., Inc. for the sale of plastic ropes and agricultural
files with Bank of America as advising bank and Inter-Resin
Industrial Corp. as beneficiary.
Upon receipt of the letter advice with letter of credit by Inter-
Resin told Bank of America to confirm said letter of credit, but
the bank did not confirm such. Bank of America explained that
there was no need for confirmation.
Inter-Resin made a partial availment of the Letter of Credit after
presentment of the required documents to Bank of America.
After confirmation of all the documents BA issued a check in
favor of IR. BA advice Bank of Ayudhya of IR’s availment under
the letter of credit and asked for the corresponding
reimbursement.
IR presented documents for the second availment under the
same LC but BA stopped the processing of such after they
received a telex from Bank of Ayudhya delaring that the LC
fraudulent. BA sued IR for the recovery of the first LC payment.
ISSUE: Whether or not Bank of America may recover what it has
paid under the letter of credit to Inter-Resin?
HELD: In fine, we hold that —
First, given the factual findings of the courts below, we conclude
that petitioner Bank of America has acted merely as a notifying
bank and did not assume the responsibility of a confirming bank;
and
Second, petitioner bank, as a negotiating bank, is entitled to
recover on Inter-Resin's partial availment as beneficiary of
the letter of credit which has been disowned by the alleged
issuer bank.
A letter of credit is a financial device developed by merchants as
a convenient and relatively safe mode of dealing with sales of
goods to satisfy the seemingly irreconcilable interests of a seller,
who refuses to part with his goods before he is paid, and a buyer,
who wants to have control of the goods before paying. 9 To break
the impasse, the buyer may be required to contract a bank to
issue a letter of credit in favor of the seller so that, by virtue of
the latter of credit, the issuing bank can authorize the seller to
draw drafts and engage to pay them upon their presentment
simultaneously with the tender of documents required by the
letter of credit. 10 The buyer and the seller agree on what
documents are to be presented for payment, but ordinarily they
are documents of title evidencing or attesting to the shipment of
the goods to the buyer.
There would at least be three (3) parties: (a) the buyer, 12 who
procures the letter of credit and obliges himself to reimburse the
issuing bank upon receipts of the documents of title; (b) the bank
issuing the letter of credit, 13 which undertakes to pay the seller
upon receipt of the draft and proper document of titles and to
surrender the documents to the buyer upon reimbursement;
and, (c) the seller, 14 who in compliance with the contract of sale
ships the goods to the buyer and delivers the documents of title
and draft to the issuing bank to recover payment.
The number of the parties, not infrequently and almost invariably
in international trade practice, may be increased. Thus, the
services of an advising (notifying) bank 15 may be utilized to
convey to the seller the existence of the credit; or, of a confirming
bank 16 which will lend credence to the letter of credit issued by
a lesser known issuing bank; or, of a paying bank, 17 which
undertakes to encash the drafts drawn by the exporter. Further,
instead of going to the place of the issuing bank to claim
payment, the buyer may approach another bank, termed the
negotiating bank, 18 to have the draft discounted.
It cannot seriously be disputed, looking at this case, that Bank
of America has, in fact, only been an advising, not confirming,
bank, and this much is clearly evident, among other things, by
the provisions of the letter of credit itself, the petitioner bank's
letter of advice, its request for payment of advising fee, and the
admission of Inter-Resin that it has paid the same. That Bank of
America has asked Inter-Resin to submit documents required by
the letter of credit and eventually has paid the proceeds thereof,
did not obviously make it a confirming bank. The fact, too, that
the draft required by the letter of credit is to be drawn under the
account of General Chemicals (buyer) only means the same had
to be presented to Bank of Ayudhya (issuing bank) for payment.
It may be significant to recall that the letter of credit is an
engagement of the issuing bank, not the advising bank, to pay
the draft.
As an advising or notifying bank, Bank of America did not incur
any obligation more than just notifying Inter-Resin of the letter of
credit issued in its favor, let alone to confirm the letter of credit.
25 The bare statement of the bank employees, aforementioned,
in responding to the inquiry made by Atty. Tanay, Inter-Resin's
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representative, on the authenticity of the letter of credit certainly
did not have the effect of novating the letter of credit and Bank
of America's letter of advise, 26 nor can it justify the conclusion
that the bank must now assume total liability on the letter of
credit. Indeed, Inter-Resin itself cannot claim to have been all
that free from fault. As the seller, the issuance of the letter of
credit should have obviously been a great concern to it. 27 It
would have, in fact, been strange if it did not, prior to the letter
of credit, enter into a contract, or negotiated at the every least,
with General Chemicals. 28 In the ordinary course of business,
the perfection of contract precedes the issuance of a letter of
credit.
V. SECTIONS 30-32 EQUITY INVESTMENTS OF
COMMERCIAL BANKS
SECTION 30. Equity Investments of a Commercial Bank
A commercial bank may, subject to the conditions stated in the
succeeding paragraphs, invest only in the equities of allied
enterprises as may be determined by the Monetary Board. Allied
enterprises may either be financial or non-financial. Except as
the Monetary Board may otherwise prescribe: 30.1. The total
investment in equities of allied enterprises shall not exceed
thirty-five percent (35%) of the net worth of the bank; and 30.2.
The equity investment in any one enterprise shall not exceed
twenty-five percent (25%) of the net worth of the bank. The
acquisition of such equity or equities is subject to the prior
approval of the Monetary Board which shall promulgate
appropriate guidelines to govern such investments. (21A-a; 21-
Ca)
SECTION 31. Equity Investments of a Commercial Bank in
Financial Allied Enterprises
A commercial bank may own up to one hundred percent (100%)
of the equity of a thrift bank or a rural bank. Where the equity
investment of a commercial bank is in other financial allied
enterprises, including another commercial bank, such
investment shall remain a minority holding in that enterprise.
(21-Aa; 21-Ca)
SECTION 32. Equity Investments of a Commercial Bank in
Non-Financial Allied Enterprises
A commercial bank may own up to one hundred percent (100%)
of the equity in a nonfinancial allied enterprise. (21-Aa)
MORB Sections 121 and 122
C. CAPITALIZATION AND RISK-BASED CAPITAL
SECTION 121. MINIMUM REQUIRED CAPITAL
The following provisions shall govern the capital requirements
for banks.
The term capital shall be synonymous to unimpaired capital and
surplus, combined capital accounts and net worth and shall refer
to the total of the unimpaired paid-in capital, surplus and
undivided profits, less:
a. Unbooked valuation reserves (now referred to as allowance
for credit losses) and other capital adjustments as may be
required by the Bangko Sentral;
b. Total outstanding unsecured credit accommodations, both
direct and indirect, to DOSRI granted by the bank proper;
c. Total outstanding unsecured loans, other credit
accommodations and guarantees granted to subsidiaries;
d. Total outstanding loans, other credit accommodations and
guarantees granted to related parties that are not at arm’s
length terms as determined by the appropriate supervising
department of the Bangko Sentral;
e. Deferred income tax;
f. Appraisal increment reserve (revaluation reserve) as a
result of appreciation or an increase in the book value of
bank assets;
g. Equity investment of a bank in another bank or enterprise,
whether foreign or domestic, if the other bank or enterprise
has a reciprocal equity investment in the investing bank, in
which case, the investment of the bank or the reciprocal
investment of the other bank or enterprises, whichever is
lower; and
h. In the case of RBs/Coop Banks, the government
counterpart equity, except those arising from conversion of
arrearages under the Bangko Sentral rehabilitation
program.
With respect to Item “b” hereof, the provision in Sec. 341 shall
apply except that in the definition of stockholders in said Section,
the qualification that his stockholdings, individually and/or
together with his related interest in the lending bank, should at
least amount to two percent (2%) or more of the total subscribed
capital stock of the bank, shall not apply for the purpose of this
Item.
Minimum capitalization. The minimum capitalization of banks
shall be as follows: (see table on page 60-61 of MORB updated
pdf)
For purposes of compliance with this Section, the term branch
shall exclude the branch-lite units of banks.
The above shall also be the required minimum capitalization
upon (a) establishment of a new bank, (b) conversion of an
existing bank from a lower to a higher category bank and vice
versa, and (c) relocation of the head office of a TB/RB in an area
of higher classification.
For the grant of the following special banking authorities:
a. Quasi-banking functions for TBs;
b. Trust and other fiduciary business for U/KBs and TBs;
c. Limited trust for TBs and RBs/Coop Banks;
d. Foreign currency deposit unit/expanded foreign
currency deposit unit (FCDU/EFCDU);
e. Issuance of foreign letters of credit (LCs) for TBs;
f. Acceptance of demand deposit and NOW accounts for
TBs and RBs/CoopBanks; and
g. Acting as third party custodian/registry;
the higher of (a) the required minimum capital under this Section
at the time of the application for the grant of special banking
authority or (b) the amount specified in the applicable Sections
for the grant of special banking authorities shall be the required
minimum capital which shall be complied with on a continuing
basis.
Transitory provisions. Banks which are existing, or which are
already authorized by the Monetary Board but not yet operating,
or persons from whom completed applications have been
received but pending action by the Bangko Sentral, shall be
allowed five (5) years from 19 November 2014 within which to
meet the above minimum capital requirements. Banks granted
with special banking authorities/licenses which require
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compliance with minimum capital requirements shall be given considered sufficient action to address the bank’s capital
five (5) years from 19 November 2014 within which to comply. deficiency.
Banks which comply with the new capital levels shall submit to
the Bangko Sentral a certification to this effect within thirty (30) If the above requirements are not submitted within the given
calendar days from 19 November 2014. Banks not meeting the period, the appropriate supervising department of the Bangko
required minimum capital must submit to the Bangko Sentral an Sentral may proceed in recommending appropriate supervisory
acceptable capital build-up program for this purpose within one action/s on the bank, if applicable.
(1) year from 19 November 2014. If the prescribed minimum (Circular Nos. 987 dated 28 December 2017, 932 dated 16 December 2016, 914 dated 23 June 2016,
890 dated 02 November 2015 and 854 dated 29 October 2014, and M-2014-002 dated 27 January
capital necessitates an increase in the authorized capital stock, 2014)
affected banks shall cause the corresponding amendments to
their articles of incorporation/cooperation. SECTION 122. SHARES OF STOCK OF BANKS
(see content on page 67 of MORB updated)
The appropriate supervising department of the Bangko Sentral
will evaluate the continuing compliance of banks to the
aforementioned capital build-up program. The Bangko Sentral
may require appropriate actions and/or impose sanctions for
non-compliance with the capital build-up program as provided
under existing banking laws and/or Bangko Sentral rules and
regulations.

Guidelines on proposed investment from third party

investors (TPIs) for purposes of complying with the
minimum capital requirements. The following are the
guidelines for capital deficient banks with proposed investments
from TPIs for purposes of addressing the capital deficiency:
a. A bank that has already entered into a final agreement with
a TPI to invest in the bank, which amount of investment
shall cover the full amount of the capital deficiency, shall
immediately submit the subscription contract/written
agreement with the TPI to the Bangko Sentral. It is
understood that with the submission of such contract, the
TPI has already agreed to infuse the needed funds to cover
the capital deficiency.
b. In case the transaction requires prior Bangko Sentral
approval under Sec. 122 (Transactions involving voting
shares of stocks, Item “b”), the bank shall submit the
following documentary requirements within fifteen (15)
banking days from the submission of the aforementioned
subscription contract/written agreement or within the
timeline prescribed by Sec. 122 (Transactions involving
voting shares of stocks, Item “b”)1, whichever is earlier:
(1) Bank’s request (signed by the president or officer of
equivalent rank) for Bangko Sentral approval of the
subject transactions (accompanied by a Board
Resolution of the TPI to that effect, if the TPI is a
corporation);
(2) A certified copy of the Escrow Agreement between the
bank, TPI and escrow agent, and a certificate of escrow
deposit issued by the escrow agent equivalent to at
least the amount of the proposed investment;
(3) Documentary requirements under Sec. 122
(Transactions involving voting shares of stocks, Item
“b”); and
(4) Other documentary requirements as may be required
by the Bangko Sentral.

d. The bank shall also comply with the requirements under

Sec. 123 on the treatment of deposit for stock subscription
as part of the equity, if applicable.

The investment of the TPI would not be considered for purposes

of addressing the capital deficiency if the aforementioned
documentary requirements are not complied with. In this regard,
it is understood that mere submission to Bangko Sentral of a
TPI’s Letter of Intent (LOI) to invest in the bank shall not be

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