Bank of the Philippine Island

Back Ground

Founded in 1851, Bank of the Philippine Islands is the first bank in the Philippines and in the
Southeast Asian region. BPI is a universal bank and together with its subsidiaries and affiliates, it
offers a wide range of financial products and solutions that serve both retail and corporate
clients.

BPI's services include consumer banking and lending, asset management, insurance, securities
brokerage and distribution, foreign exchange, leasing, and corporate and investment banking.

The bank has a network of over 800 branches in the Philippines, Hong Kong and Europe, and
close to 3,000 ATMs and CDMs (cash deposit machines).

The establishment of BPI, originally known as El Banco Español Filipino de Isabel II, ushered in
the start of the Philippine banking and finance industry. The bank performed many functions,
from providing credit to the National Treasury to printing and issuing currency, making it in
effect the country's first Central Bank. BPI proudly carries on this tradition, financing many
private and public sector initiatives and enterprises in support of economic growth and nation
building.

BPI is acknowledged as a leading provider of financial services in the Philippines.

Mission

Since the bank's founding 165 years ago, BPI has been inextricably linked to the growth of the
Philippine economy. Anchoring our institution on our four-fold commitment to Clients, People,
Shareholders, and Country, we aim to take advantage of the country's good macroeconomic
fundamentals by carefully and systematically overlaying scale over some of the best financial
metrics in the Philippine banking industry.

Vision

It is BPI's vision to be the Philippines' premier bank that builds on its heritage of being the
principal architect of the country's financial inclusion landscape, providing the most effective,
efficient, and innovative solutions for its clients to best manage their financial needs, while
creating sustainable value and shared prosperity for all stakeholders.

Corporate Governance

Our Corporate Governance policy is to ensure the responsible stewardship and value-driven
management and control of the Bank, that through the guidance of our Board of Directors, all
employees including the Board and Management, live up to the Bank’s Credo wherein
independent business judgment and core values of fairness, accountability and transparency are
primary in every interaction and transaction with all of our stakeholders, including shareholders,
customers, employees, regulators and the broader community. Our Board is committed to
establishing and maintaining the highest standards of corporate governance.

Board of Directors

JAIME AUGUSTO ZOBEL DE AYALA

Filipino, 60 years old, has been a Non-Executive Director of BPI since

March 1990 and Chairman of its Board of Directors since March 2004. He
also served as Vice-Chairman from 1995 to March 2004. Mr. Zobel is
currently Chairman of the Bank’s Executive Committee and member of the Nomination
Committee.

FERNANDO ZOBEL DE AYALA

Filipino, 59 years old, has been a Non-Executive Director of BPI since

October 1994 and was elected Vice Chairman in April 2013. He also
serves as Chairman of the Bank’s Personnel and Compensation
Committee, Vice-Chairman of the Executive Committee, and member of
the Nomination Committee. He is also a member of the Board of BPI Asset Management and
Trust Corporation and Chairman of the Board of Trustees of BPI Foundation, Inc.

CEZAR P. CONSING

Filipino, 59 years old, President and Chief Executive Officer, has served
on BPI’s board of directors for 16 years, first becoming a member of the
board on February 1995. A Senior Managing Director of Ayala
Corporation, BPI's controlling shareholder, he represented J.P. Morgan &
Co., then BPI's second largest shareholder, on the BPI board from 1995-
2000, was an Independent Director from August 2004-2007 and then
rejoined the board on April 2010, becoming its President and CEO in April 2013. Mr. Consing
serves as Chairman of BPI's thrift bank, investment bank, property and casualty insurance,
leasing, and rental subsidiaries, and Vice Chairman of its Foundation; and is also a board director
of BPI's life insurance, asset management and micro finance subsidiaries. Mr. Consing is a
member of BPI's Executive Committee, and is Chairman of its Credit and Management
Committees.

GERARDO C. ABLAZA JR.

Filipino, 65 years old, was elected as a Non-Executive Director of BPI in April 2017. He is a
member of the Bank’s Personnel & Compensation Committee and a Director of BPI Family
Savings Bank, Inc. and BPI Capital Corporation.

ROMEO L. BERNARDO

Filipino, 64 years old, Independent Director, has served as a member of

the Board of Directors of BPI since February 1998, qualifying as an
Independent Director since August 2002. He is the Chairman of the
Bank’s Nomination Committee and a member of the Personnel &
Compensation, Related Party Transaction, and Risk Management
Committees. He also serves as Independent Director of BPI Capital Corporation, BPI/MS
Insurance Corporation, BPI-Philam Life Assurance Corporation and BPI Asset Management and
Trust Corporation.

IGNACIO R. BUNYE

Filipino, 73 years old, Independent Director, became a member of the

BPI Board in April 2016. He is a member of the Corporate Governance
Committee. He is also an Independent Director of BPI Asset
Management and Trust Corporation and Chairman of its Corporate
Governance Committee.

OCTAVIO V. ESPIRITU

Filipino, 75 years old, Independent Director, has been a member of

Board of Directors of BPI since April 2000. He is the Chairman of the
Bank’s Risk Management and Related Party Transaction Committees
and a member of the Bank’s Audit Committee. Mr. Espiritu was the
former President and Chief Executive Officer of Far East Bank & Trust
Company, and also the President of the Bankers Association of the Philippines for three
consecutive terms. He was the Chairman of the Board of Trustees of Ateneo de Manila
University for 14 years.

REBECCA G. FERNANDO

Filipino, 70 years old, Non-Executive Director, first served on the BPI

board from October 1995 to 2007 and from March 2009 up to the
present. Ms. Fernando is a member of the following Committees in BPI:
Executive Committee, Related Party Transaction Committee and
Retirement/Pension Committee. She is also a member of the Board of Directors of BPI Capital
Corporation, BPI Family Savings Bank, Inc., and BPI Asset Management and Trust Corporation

DELFIN C. GONZALEZ, JR.

Filipino, 69 years old, was elected as a Non-Executive Director of BPI

in April 2016. He is a member of the Bank’s Personnel &
Compensation Committee and Retirement/ Pension Committee.

XAVIER P. LOINAZ

Filipino, 75 years old, Independent Director, has been a member of the

Board of Directors of the Bank since March 1982 and an Independent
since March 2009. He previously held the position of President and
Chief Executive Officer of the Bank for 22 years from 1982 to 2004.
He was also President of the Bankers Association of the Philippines for
two terms from 1989 to 1991. Mr. Loinaz is the Chairman of the
Bank’s Audit Committee and a member of the Nomination Committee. He is also an
Independent Director of BPI Family Savings Bank, Inc., and BPI/MS Insurance Corporation, and
a publicly-listed Ayala Corporation

AURELIO R. MONTINOLA III

Filipino, 67 years old, Non-Executive Director, has been a member of

the Board of Directors of BPI since January 2004. Mr. Montinola also
served as President and Chief Executive Officer of BPI for eight years
from 2005 to 2013, and BPI Family Savings Bank, Inc. for twelve
years from 1992 to 2004. He is a member of the Bank’s Executive,
Risk Management, Personnel & Compensation and Nomination
Committees. Among the several BPI subsidiaries and affiliates, Mr. Montinola serves as member
of the Board of Directors of the following: BPI Capital Corporation, BPI Direct BanKo, Inc.,
BPI Family Savings Bank, Inc., BPI/MS Insurance Corporation, and BPI-Philam Life Assurance
Corporation.
Code of business conduct and ethics

The Code of Business Conduct and Ethics guides what we say and do, in order that the right
decisions be taken in the performance of our respective roles and responsibilities across various
functions in the Bank, towards proper handling of our relationships with all our stakeholders.
Built around the Bank’s Mission and Vision, its Credo and Core Values, the Code provides an
overview of key practices and behaviors that define the conduct to which we hold ourselves
accountable for and the behavior that is expected of all Employees at all levels in the
organization. In an environment fraught with banking risks, our Code of Business Conduct and
Ethics is not simply a declaration of principles, but is also a vital part of our risk management
strategy.

Thru the Code, the Bank desires to: (1) build a culture of integrity, accountability, and ethical
behavior where each employee is responsible for knowing and abiding by the Code and strives to
protect the Bank’s reputation; (2) establish a system for detection and reporting of known or
suspected ethical wrongdoing or violations of the Code, and; (3) emphasize BPI’s commitment
to compliance with regulatory guidelines, rules and laws.

The Code of Business Conduct and Ethics is applicable to and mandatory for all Employees at all
levels, regardless of their individual role, position or practice, including officers and staff. The
Code is also the applicable code for the Bank’s principal, direct and indirect subsidiaries and
their Employees.

The Code of Business Conduct and Ethics.

Our Board of Directors has, likewise, separately adopted a Code of Conduct (the “Director’s
Code”) for Directors of the Bank. This Director’s Code: a) codifies a standard of conduct for
which Directors are to abide throughout their term of service, from the date of their appointment,
and; b) sets out a range of matters relating to a Director’s role and the behavior expected of a
Director to properly undertake fiduciary duties, protect the business interests of BPI and maintain
its reputation for integrity. In this regard, a separate Code for Directors was created because of
the specific conduct rules and standards applicable only to the Board.
Corporate social responsibility

BPI Asset
Management and Trust Corporation has extended help to the families affected in the ongoing
crisis in Marawi City through Caritas Manila, the social arm of the Archdiocese of Manila. The
ongoing clash between government troops and terrorist groups has caused a number of people in
the area to leave their homes. Recognizing the urgent needs and multiple risks faced by the
evacuees, monetary donation and in-kind donations such as water, canned goods, powdered milk,
hygiene kits and clothes were given to Caritas Manila as relief response to our fellow Filipinos.

Score Card

ACGS Scoring Methodology

The Scorecard is composed of more than 100 questions covering 5 major areas of the OECD
corporate governance principles and allocates the following weights to each area:

Rights of shareholders 10%

Equitable treatment of shareholders 15%

Role of stakeholders 10%

Disclosure and transparency 25%

Responsibilities of the board 40%

The scorecard is continuously being refined, particularly to better reflect business and cultural
differences in governance among the ASEAN countries as well as vis-à-vis evolving global
standards and best practices. Company scores are therefore best considered not relative to highest
possible score but rather on a progressive historical basis.

As a publicly listed company, BPI, through its Corporate Governance, Compliance Office, is
actively benchmarking its governance practices to be consistent with that of its counterparts in
the region. We are strongly supportive of initiatives that strengthen regional capital market
development, as well as regional economic integration. We have adopted the rigorous
benchmarking technology based on the ASEAN Corporate Governance Scorecard and since the
launch of the ACGS through the joint efforts of the SEC and the Institute of Corporate Directors
(ICD), the Bank has merited considerable success and continues to register marked improvement
in its scorecard performance.

Ultimately, for BPI, an important result of successful corporate governance is a strong balance
among responsible direction-setting, performance-driven culture, and discipline in risk taking.