Huang, James Bradley S

BSA-II
Board of directors of China Bank Corporation:
1. Henry Sy Sr. – late honorary chairman
2. Hans T. Sy – chairman – non-executive director
3. Gilbert U. Dee – Vice chairman – executive director
4. William C. Whang – President – executive director
5. Peter S. Dee – non-executive director
6. Jose T. Sio – non-executive director
7. Joaquin T. Dee – non-executive director
8. Herbert T. Sy – non-executive director
9. Harley T. Sy – non executive director
10. Alberto S. Yao – Lead Independent director
11. Margarita L. San Juan – Independent director
12. Philip S.L. Tsai – Independent director
13. Angeline Ann H. Hwang† - Independent director
14. Ricardo R. Chua – Advisor to the Board
15. Corazon I. Mirando – Corporate Secretary
Executive Committee:
1. Hans T. Sy (chairman)
2. Gilbert U. Dee
3. Peter S. Dee
4. Joaquin T. Dee
5. William C. Whang
Executive Committee - Has the powers of the Board, when the latter is not in session, in the
management of the business and affairs of China Bank to the fullest extent permitted under its By-Laws
and Philippine laws.
Corporate Governance Committee:
1. Philip S.L. Tsai (chairman)
2. Alberto S. Yao
3. Margarita L. San Juan
4. Angeline Ann H. Hwang†
Corporate Governance Committee - Responsible for ensuring that the Bank’s Corporate Governance
framework is regularly reviewed and updated, and implemented accordingly at all times. It provides
assistance to the Board by overseeing the orientation and training programs for its members, as well as
facilitating the performance evaluation of the Board, Board-level committees and senior management.
Audit Committee:
1. Alberto S. Yao (chairman)
2. Joaquin T. Dee
3. Philip S.L. Tsai
Audit Committee - rimarily oversees all matters pertaining to audit, primarily the evaluation of the
adequacy and effectiveness of the Bank’s internal control system, as well as the integrity of its financial
statements. It appoints, reviews and concurs in the appointment or replacement of the Chief Audit
Executive (CAE), and is responsible for ensuring that the CAE and internal audit function are free from
interference by outside parties. It also ensures that an annual review is performed with regard to the
effectiveness of the internal audit mechanism, including compliance with the Institute of Internal
Auditors’ International Standards for the Professional Practice of Internal Auditing and Code of Ethics.
The Committee is also empowered to oversee the Bank’s external audit functions, financial reporting
and policies, by selecting the auditors and approving their fees, reviewing and discussing the scope and
plan of annual audit, and reviewing and discussing the annual audited financial statements of the Bank
with management and external auditors. It provides oversight over Management’s activities in
maintaining an adequate internal control framework, managing credit, market, liquidity, operational,
legal and other risks of the Bank, including regular receipts from management of information on risk
exposures and risk management activities. It likewise ensures that internal and external auditors remain
independent and are given unrestricted access to records, properties and personnel, to enable them to
perform their respective audit functions. It has the explicit authority to investigate any matter within its
terms of reference, in order to ensure the effectiveness and efficiency of the Bank’s internal controls.
Compliance Committee:
1. Hans T. Sy (chairman)
2. Joaquin T. Dee
3. Alberto S. Yao
Compliance Committee - Tasked to monitor compliance with established banking laws, rules and
regulations specifically in creating a dynamic and responsive compliance risk management system that is
designed to identify and mitigate risks that may erode the franchise value of the Bank, such as legal or
regulatory, financial loss or reputation risk. It ensures that Management is doing business in accordance
with the said prescribed laws, rules and regulations including policies, procedures, guidelines and best
practices.
Risk Oversight Committee:
1. Margarita L. San Juan (chairman)
2. Hans T. Sy
3. Alberto S. Yao
Risk Oversight Committee - Responsible for the development and oversight of the Bank’s risk
management functions, including the evaluation of the effectiveness of the enterprise risk management
framework and ensuring that corrective actions are in place to address risk management concerns in a
timely manner. It oversees the risk taking activities of the Bank and warrants the continued relevance,
comprehensiveness and overall value of the institutional risk management plan.
Nomination Committee:
1. Angeline Ann H. Hwang (chairman)†
2. Alberto S. Yao
3. Margarita L. San Juan
4. Philip S.L. Tsai
Nomination Committee - Composed entirely of Independent Directors and is responsible for reviewing
and evaluating the qualifications of all persons nominated to the Board and other appointments that
require Board approval, including promotions favorably endorsed by the Promotions Review Committee.
It is also tasked to review the qualifications of the candidates, to ensure that their qualities and/or skills
are appropriate for leading and assisting the Bank in achieving its vision and corporate goals.
Remuneration Committee:
1. Philip S.L. Tsai (chairman)
2. Hans T. Sy
3. Alberto S. Yao
4. Harley T. Sy
5. Margarita L. San Juan
Remuneration Committee - Provides oversight over the remuneration of senior management and other
key personnel, ensuring that compensation is consistent with the interest of all stakeholders and the
Bank’s culture, strategy and control environment.
Related Party Transactions Committee:
1. Philip S.L. Tsai (chairman)
2. Alberto S. Yao
3. Margarita L. San Juan
4. Angeline Ann H. Hwang†
Related Party Transaction Committee - Responsible for reviewing all material related party transactions
(RPTs) to ensure that they are conducted in accordance with the arm's length principles. Composed
entirely of Independent Directors, the committee oversees the proper implementation of the RPT Policy
and ensures that corresponding transactions are duly identified, measures, monitored, controlled and
reported.
Trust Investment Committee:
1. Herbert T. Sy (chairman)
2. Jose T. Sio
3. Peter S. Dee
4. William C. Whang
5. Mary Ann T. Lim
Trust investment Committee - Provides oversight functions, overall strategic business development and
financial policy directions to the Trust and Asset Management Group. It oversees the trust, investment
management and fiduciary activities of the Bank, and ensures that they are conducted in accordance
with applicable rules and regulations, and judicious practices. Moreover, it ensures that prudent
operating standards and internal controls are in place and that the Board’s objectives are clearly
understood and duly implemented by the concerned units and personnel.
Board of Directors oh SM prime Holdings, Inc.:
1. Henry Sy Sr. – Chairman emeritus
2. Henry T. Sy Jr. – Chairman – non-executive director
3. Jose L. Cuisia Jr. – Vice Chairman – Lead Independent Director
4. Gregorio U. Kilayko – Independent director
5. Joselito H. Sibayan – Independent director
6. Hans T. Sy – non-executive director
7. Herbert T. Sy – non-executive director
8. Jorge T. Mendiola - non-executive director
9. Jeffrey C. Lim – President – Executive director
10. Teresita T. Sy-Coson – Advisor of the Board
11. Elizabeth T. Sy – Adviser of the Board
Executive Committee:
1. Hans T. Sy (chairman)
2. Henry T. Sy Jr.
3. Jeffrey C. Lim
4. Herbert T. Sy
5. Elizabeth T. Sy
6. John Nai Peng C. Ong
Audit Committee:
1. Jose L. Cuisia Jr. (chairman)
2. Joselito H. Sibayan
3. Gregorio U. Kilayko
4. Jorge T. Mendiola
Corporate Governance Committee:
1. Joselito H. Sibayan (chairman)
2. Gregorio U. Kilayko
3. Jose L. Cuisia Jr.
Board Risk Oversight Committee:
1. Gregorio U. Kilayko (chairman)
2. Jose L. Cuisia Jr.
3. Jorge T. Mendiola
Related Party Transactions Committee:
1. Joselito H. Sibayan (chairman)
2. Gregorio U. Kilayko
3. Jorge T. Mendiola