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BSP Circular No. 887: Further Amendments to the Regulations on the Approval/Confirmation of the Election/Appointment of Directors/Officers

Dear Rural Bankers,

The Monetary Board, in its Resolution No. 1342 dated 20 August 2015, approved the amendments to some of the provisions of Manual of Regulations for Banks (MORB) and Manual of Regulations for Non-Bank Financial Institutions (MORNBFI).

The sections/ subsections of the MORB that were amended are as follows:

a. Subsec. X141.2 Qualifications of a director

“An elected director has the burden to prove that he/she possess all the foregoing minimum qualifications and non of the disqualifications by submitting the documentary requirements listed in Appendix 98. 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 result in his/her removal from the Board. The members of the Board of Director shall possess the foregoing qualifications for directors in addition to those required or prescribed under RA No. 8791 and other existing applicable laws and regulations.”

b. Subsec. X141.4 Confirmation of the election/ appointment of directors/ officers

“The election/ appointment of directors/ officers of banks shall be subjected to confirmation by the following: (a) Monetary Board – Directors and senior vice president and above (or equivalent ranks) of UBs and KBs, and of Islamic Banks, TBs, RBs and Coop Banks with total assets of at least P1.0 billion; (b) An SES Committee composed of Deputy Governor, Head of SES Subsectors I and II — Directors and senior vice president and above (or equivalent ranks) of UBs and KBs, and of Islamic Banks, TBs, RBs and Coop Banks with total assets of less than P1.0 billion.”

c. Subsec. X141.9 Certifications required

“Banks shall furnish all of their first-time directors within a bank or banking group with a copy of general responsibility and specific duties and responsibilities of the board of directors and of a director prescribed under items b,c, and d of Subsec. X141.3 upon election.

The bank must submit to the appropriate department of the SES, within 20 banking days from date of election, a certification under oath of the director/officer…”

d. Subsec. X142.2 Qualifications of an officer

“An officer shall have the following qualifications: x x x
In case of Coop Bank, the manager must have actual banking experience (at least manager or assistant manager.”

e. Sec. X144 Bio-data of Directors and Officers

“Banks shall submit to the appropriate department of the SES a bio-data with ID picture of their: (i) directors/ officers with rank of senior vice president and above (or equivalent ranks), (ii) officers below the rank of SVP requiring a different set of minimum qualifications or (iii) officers whose appointment requires prior Monetary Board approval upon every election/re-election in a prescribed form and for first-time directors/officers with rank of SVP and above (or equivalent ranks) within a particular bank/ banking group whose appointment requires prior Monetary Board/SES committee confirmation or whose appointment requires prior Monetary Board approval, the duly notarized authorization form as per Appendix 76, within 20 banking days from the date of election/re-election of the directors/ meeting of the board of directors in which the officer’s are appointed/promoted, in accordance with Appendix 6…”

To download full copy of the circular, please follow link: