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Manual On Corporate Governance

The Manual was designed to define the framework of rules, systems and processes that governs the performance of the Board of Directors and Management. lt establishes the structure by which the Bank executes and carries out its Corporate Governance. This serves as reference by all the members of the Board as well as its Management in the conduct of their duties and responsibilities.

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Code of Business Conduct & Ethics

EastWest recognizes the fiduciary relationship of the Bank with its depositors, investors, borrowers, clients and the public in general. For EastWest to discharge its fiduciary role, the Code of Discipline and Ethics serves as a guide to set standards of discipline and work ethics for its Employees in order to achieve:

  • an ethics-based work environment;
  • disciplined, accountable, customer-oriented and productive workforce; and
  • harmonious employer-employee relation.

EastWest's Bank’s Code of Discipline and Ethics outlines the Norms of Conduct expected of each Employee and sets forth acts or omissions inimical to its interests.

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Board Committees

The bank's board conducts its functions as a full board and through its seven committees. Consistent with corporate governance best practices, the board established committees to assist it in discharging its responsibilities. Each committee has a mandate outlining the authority delegated to it by the board. Minutes of the committee meetings are available to all directors and are included in the board meeting documents.

The chairpersons of the committees furnish reports on the activities of their respective committees at each board meeting. Executives considered relevant for the effective execution of the mandates of a committee attend the committee meetings by invitation.

The following committees assist the board in carrying out its role and responsibilities:

Chairman: 

Jonathan T. Gotianun

Members: 

Lourdes Josephine T. Gotianun-Yap
Jerry G. Ngo
Jacqueline S. Fernandez
Isabelle Therese G. Yap
 

The Executive Committee is empowered to direct the business of the Bank vested by law in the Board of Directors insofar as such powers and authority may be lawfully delegated to the Executive Committee, including the power to review and approve proposals and transactions related to credit in amounts within the limits of its delegated authority.

The Executive Committee shall have five (5) regular members that meets weekly or as often as it may be necessary to address all matters referred to it. In 2023, twenty-eight (28) regular meetings were conducted and attended by at least a majority of the Committee members.

Executive Committee Charter Executive Committee Charter

Chairman: Jose Maria G. Hofileña

Members: 

Jonathan T. Gotianun
Imelda B. Capistrano

 

The RPT Committee assists the Board in ensuring that transactions with related parties of the Bank are handled in a sound and prudent manner, with integrity and in compliance with the applicable laws and regulations to protect the interest of depositors, creditors, and other stakeholders. It also ensures that related party transactions are conducted on an arm’s length basis and that no stakeholder is unduly disadvantaged by such transactions. 

The RPT Committee, composed of three members of the Board of Directors, two of whom are independent directors, including the Chairperson, meets every other month or when necessary. In 2023, ten (10) meetings (regular and special) were conducted and attended by Committee members.

Related Party Transaction Committee Charter Related Party Transaction Committee Charter

Chairman: 

Armando L. Suratos

Members: 

Jonathan T. Gotianun
Jose Maria G. Hofileña
Cristina Q. Orbeta

 

The Corporate Governance and Compliance Committee leads the Bank and assists the Board of Directors in defining and fulfilling the corporate governance policies and attaining best practices while overseeing the implementation of compliance program, money laundering prevention program and ensuring that regulatory compliance issues are resolved expeditiously. In addition to its governance role, the CGCC also assumes the nomination function whereby it reviews and evaluates the qualifications of all persons nominated to the Board, all direct reports of the CEO and the President, regardless of rank, heads of Governance Units and other positions of the Bank requiring appointment by the Board of Directors. The Committee oversees the annual performance evaluation of the Board, its committees, and individual directors in accordance with the Corporate Governance Manual.

The Committee, composed of four members of the Board of Directors, three of whom are independent directors, including the Chairperson, meets every month or when necessary. In 2023, thirteen (13) meetings (regular and special) were conducted and attended by Committee members. 

Corporate Governance and Compliance Committee Charter Corporate Governance and Compliance Committee Charter

Chairman: 

Gregorio U. Kilayko

Members: 

Christina Q. Oberta
Jose Maria G. Hofileña
Atty. Armando L. Suratos
Lourdes Josephine T. Gotianun-Yap

 

The Audit Committee assists the Board of Directors in overseeing the Bank’s financial reporting process, system of internal controls and the process for monitoring compliance with laws and regulations and the code of conduct. It also provides reasonable assurance to the Board on the overall management of risks of the Bank. It is responsible for setting up the Internal Audit, and for appointing the Chief Audit Executive and an independent external auditor who both report to the Audit Committee. It monitors and evaluates the effectiveness and accuracy of the internal control system established throughout the Bank, through the Internal Audit.

The Internal Audit provides independent, objective assurance and consulting services designed to add value and improve the Bank’s operations. It helps the organization accomplish its objectives by bringing a systematic, disciplined approach in evaluating and improving the effectiveness of risk management, internal control, and governance processes. It functionally reports to the Audit Committee and administratively to the Chief Executive Officer. Internal Audit is independent to the Bank’s other organizational units of as well as of the personnel subject to audit.

The Audit Committee, which consists of five members, four of whom are independent directors, including the Chairman, meets once a month. In 2023, the Audit Committee had twelve (12) regular meetings an executive session with the external auditor, and a separate meeting with the heads of the governance units, namely Internal Audit, Compliance and Risk Management, without any executive director or senior management present.  These meetings were attended by all of the Committee members, including the Chairman.

Audit Committee Charter Audit Committee Charter

Chairman: 

Cristina Q. Orbeta

Members: 

Gregorio U. Kilayko
Armando L. Suratos

 

The Risk Management Committee (RMC) assists the Board in fulfilling its responsibilities in managing the Bank’s risk-taking activities. The RMC reviews principles, policies, strategies, processes, and control frameworks pertaining to risk management. It also recommends to the Board any necessary modifications or amendments to strategies and policies relative to risk management. Its functions include identifying and evaluating the Bank’s risk exposures, estimating its impact to the organization and assessing the magnitude, direction and distribution of risks across the Bank, which it uses as basis in determining risk tolerances that it subsequently recommends to the Board for approval. RMC reports to the Board the overall risk exposures as well as the effectiveness of its risk management practices and processes while recommending further policy revisions when necessary. Members of the Committee possess adequate knowledge and understanding of the institution’s risk exposures and expertise in developing appropriate risk policies and strategies.

The Risk Management Committee, which meets every month is composed of three independent directors, including the Chairperson. In 2023, twelve (12) regular meetings were conducted and attended by the Committee members.

Risk Management Committee Charter Risk Management Committee Charter

Chairman: 

Joseph M. Yap

Members: Jonathan T. Gotianun
                   Imelda B. Capistrano
                  Jerry G. Ngo
                  Raul Victor M. De Guzman

 
The Trust Committee assists the Board in fulfilling its responsibilities to oversee the proper management and administration of trust and other fiduciary business. Duly constituted and authorized by the Board, the Committee acts within the sphere of authority as provided in the Bank’s By-laws and/or as may be delegated by the Board. It undertakes such responsibilities but not limited to the following:

1)    Ensure that fiduciary activities are conducted in accordance with applicable laws, rules and regulations, and prudent practice;
2)    Ensure that policies and procedures that translate the Board’s objectives and risk tolerance into prudent operating standards are in place and continue to be relevant; comprehensive and effective;
3)    Oversee the implementation of the risk management framework and ensure that internal controls are in place to the fiduciary activities;
4)    Adopt an appropriate organizational structure/staffing pattern and operating budgets that shall enable the trust department to effectively carry out its functions; 
5)    Oversee and evaluate performance of the Trust Officer;
6)    Conduct regular meetings at least once a quarter, or more frequently as necessary, depending on the size and complexity of the fiduciary business; and
7)    Report regularly to the Board on matters arising from fiduciary activities. 

The Trust Committee is composed of five (5) members, namely the CEO or any senior officer of the bank, the Trust Officer and three non-executive or independent directors or those considered as qualified independent professionals, as defined under MORB. It meets once every quarter or more frequently as circumstances may warrant. In 2023, four (4) regular meetings and one (1) special meeting was conducted and attended by at least a majority of the Committee members.

Trust Committee Charter Trust Committee Charter

Chairman: 

Lourdes Josephine T. Gotianun-Yap

Members: 

Jonathan T. Gotianun
Imelda B. Capistrano
Jerry G. Ngo
Gregorio U. Kilayko
 

The Rewards and Talent Management Committee carries out responsibilities relating to the following:

a.    Development and succession of key executives;
b.    Compensation principles and practices;
c.    Other strategic Human Resource items as the committee may deem appropriate

The Committee shall be composed of five members with at least two independent director that meets at least once a year or when necessary. In 2023, two (2) meetings was conducted and attended by all of the Committee members.

Rewards and Talent Management Committee Charter Rewards and Talent Management Committee Charter

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