REYES, TRICIA ANN M.

Governance, Business Ethics, Risk Management and Internal Control

Section: 2BSA4A Prof. Nilo Iglesias

Independent director shall refer to a person who:

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.

(1) is not or was not a director, officer, or employee of the OPS and the payment system
participants during the past three (3) years counted from the date of his
election/appointment;

(2) is not related to an OPS’ director, officer, or member within the second degree of
consanguinity or affinity, legitimate or common-law;

(3) is free from any business or other relationship with the OPS and the payment system
participants, unless his transactions are conducted at arm’s length and could not
materially interfere with or influence the exercise of his judgment;

(4) is not or was not retained as a professional adviser, consultant, agent, or counsel of the
OPS or of the payment system participants;

(5) is not affiliated with any non-profit organization that receives significant funding from the
OPS or from the payment system participants;

(6) is not acting as a nominee or representative: (i) of any director of the cooperative; or (iii)
of any participants in the payment system operated by the cooperative.

(7) is not employed as an executive officer of another company where any of the executives
of the OPS or of the payment system participants serve as directors.