Bank of the Philippine Islands ASEAN Corporate Governance Scorecard Questionnaire June 1, 2017 Page 1 of 14

Level 2 - Bonus Items

Guiding Reference Yes/No Supporting Documents

(B)A. Rights of shareholders

(B)A.1 Right to participate effectively in and vote in general shareholders meeting and should be informed of the rules, including voting procedures, that govern general shareholders meeting.

(B)A.1.1 Does the company allow the use of secure electronic voting in absentia at the general meetings of shareholders?

OECD Principle II (C) (4) Shareholders should be able to vote in person or in absentia, and equal effect should be given to votes whether cast in person or in absentia.

Yes Relevant information on nomination and the election or voting process and proxy voting policy is disclosed in the reports below. Proxy forms are sent to all stockholders together with the Notice of Annual Stockholders Meeting. Sources: 1. AMENDED BY-LAWS, Article IV, p. 4

https://www.bpiexpressonline.com/media/uploads/592bcc524c043_BPI_AOI_2015.pdf https://www.bpiexpressonline.com/media/uploads/592bcdefe2fe3_BPI_By_Laws_2015.pdf 2. MANUAL OF CORPORATE GOVERNANCE PDF https://www.bpiexpressonline.com/p/1/237/manual-of-corporate-governance

https://www.bpiexpressonline.com/media/uploads/5930b21bd0d91_BPI_Corporate_Governance_Manual_Rev_SECCGPLCCodeCompliant_for_SEC_PSE_posting_052917.pdf - “Election of Directors”, Sec. I.A.4., p.19 - “Stockholder’s Right and Protection of Minority Stockholder Interests”, “Shareholders’ Rights”, “Duty to Promote Stockholders’ Rights”, Sec. VII. A., B., pp. 77-79 3. ANNUAL CG REPORT WITH CONSOLIDATED UPDATES FOR 2016, Sec. A.1.b., I., J.1. b, pp. 13, 134-140, 141-153 PDF http://www.bpiexpressonline.com/p/1/346/annual-corporate-governance-report 4. BPI WEBSITE - Governance> “Board Matters”> “Nomination and Election” https://www.bpiexpressonline.com/p/1/1347/nomination-and-election - Investor Relations> “Annual Stockholders Meeting”

Bank of the Philippine Islands ASEAN Corporate Governance Scorecard Questionnaire June 1, 2017 Page 2 of 14

https://www.bpiexpressonline.com/p/0/163/annual-stockholders-meeting 5. ANNUAL REPORTS FOR 2016 - ANNUAL REPORT, G1-G28 PDF

https://www.bpiexpressonline.com/media/uploads/5919544fea6e0_06_Governance_Pages_from_BPI_Annual_Report_Y2016-6.pdf - ANNUAL REPORT ON 20-IS, pp.1-8, 10-11, 15-16 PDF https://www.bpiexpressonline.com/media/uploads/58e1db2705da6_BPI_Definitive_20-IS_(2017).pdf 6. PSE EDGE

Template Name: Information Statement [Amend-1]Notice of Annual or Special Stockholders' Meeting Compliance Report on Corporate Governance Annual Report

Announce Date and Time: Mar 27, 2017 11:30 AM Mar 27, 2017 12:32 PM May 30, 2017 9:44 AM Apr 12, 2017 03:15 PM

PSE Form: 17-5 7-1 ACGR-1 17-1

Report or Circular No.: CR01608-2017 C01738-2017 CR03870-2017 CR02271-2017

http://edge.pse.com.ph/companyDisclosures/form.do?cmpy_id=234

(B)B. Equitable treatment of shareholders

(B)B.1 Notice of AGM

(B)B.1.1 Does the company release its notice of AGM (with detailed agendas and explanatory circulars), as announced to the Exchange, at least 28 days before the date of the meeting?

OECD Principle II (C) (1) Shareholders should be furnished with sufficient and timely information concerning the date, location and agenda of general meetings, as well as full and timely information regarding the issues to be decided at the meeting. (3) Effective shareholder participation in key corporate governance decisions, such as the nomination and election of board members, should be facilitated. OECD Principle III (A) ICGN 8.3.2 Shareholder participation in governance Shareholders should have the right to participate in key corporate governance decisions, such as the right to nominate, appoint and remove directors on an individual

Yes Relevant information on the most recent Notice of ASM and the April 14, 2016 Annual Stockholders Meeting is disclosed in the reports below: 1. BPI WEBSITE - Disclosures> “Notice of ASM” https://www.bpiexpressonline.com/p/1/819/notice-of-asm - Disclosures> “Minutes of ASM” https://www.bpiexpressonline.com/p/1/820/minutes-of-asm 2. ANNUAL CG REPORT WITH CONSOLIDATED UPDATES FOR 2016, Sec. A.1.b., I., J.1.b, pp. 13, 134-140, 141-153 PDF http://www.bpiexpressonline.com/p/1/346/annual-corporate-governance-report 3. ANNUAL REPORTS FOR 2016 - ANNUAL REPORT ON 20-IS, pp.1, 5 PDF https://www.bpiexpressonline.com/media/uploads/58e1db2705da6_BPI_Definitive_20-IS_(2017).pdf 4. PSE EDGE

Bank of the Philippine Islands ASEAN Corporate Governance Scorecard Questionnaire June 1, 2017 Page 3 of 14

basis and also the right to appoint external auditors. ICGN 8.4.1 Shareholder ownership rights The exercise of ownership rights by all shareholders should be facilitated, including giving shareholders timely and adequate notice of all matters proposed for shareholder vote. CLSA-ACGA (2010) CG Watch 2010 - Appendix 2. (I) CG rules and practices (25) Do company release their AGM notices (with detailed agendas and explanatory circulars) at least 28 days before the date of the meeting?

Template Name: Information Statement [Amend-1]Notice of Annual or Special Stockholders' Meeting Compliance Report on Corporate Governance Annual Report

Announce Date and Time: Mar 27, 2017 11:30 AM Mar 27, 2017 12:32 PM May 30, 2017 9:44 AM Apr 12, 2017 03:15 PM

PSE Form: 17-5 7-1 ACGR-1 17-1

Report or Circular No.: CR01608-2017 C01738-2017 CR03870-2017 CR02271-2017

http://edge.pse.com.ph/companyDisclosures/form.do?cmpy_id=234

(B)C. Roles of Stakeholders

(B)C.1 The rights of stakeholders that are established by law or through mutual agreements are to be respected

(B)C.1.1 Does the company adopt an internationally recognized reporting framework for sustainability (i.e. GRI, Integrated Reporting, SASB)?

International <IR> Framework - DRAFT ,IIRC Council Item 3b Meeting of 5 December 2013 “Integrated Reporting <IR> promotes a more cohesive and efficient approach to corporate reporting and aims to improve the quality of information available to providers of financial capital to enable a more efficient and productive allocation of capital. The IIRC’s vision is a world in which integrated thinking is embedded within mainstream business practice in the public and private sectors, facilitated by <IR> as the corporate reporting norm.”

Yes BPI considers the most appropriate way to report non-financial information and ensures that its sustainability reporting provides internal and external stakeholders with the non-financial information needed to understand the context that the Bank operates in today. This sustainability reporting may be within the Bank’s annual report, in a stand-alone sustainability report, through the company website or through integrated reporting. BPI has adopted a globally-recognized standard/framework, G4 Framework by the Global Reporting Initiative (GRI), for its sustainability reporting. Financial reporting alone no longer gives stakeholders a full and fair understanding of banks. Sustainability reporting provides internal and external stakeholders with the non-financial information needed to understand the context that banks operate in today. In 2014, BPI published a stand-alone sustainability report. In 201 and 2016, the Bank adopted Integrated Reports which can be found in the Annual Reports section of the website. Relevant information on these is disclosed below. Sources: 1. ANNUAL CG REPORT WITH CONSOLIDATED UPDATES FOR 2016, Sec. H., I., L., pp. 117-133, 134-140, 141-153 PDF http://www.bpiexpressonline.com/p/1/346/annual-corporate-governance-report 2. BPI WEBSITE

Bank of the Philippine Islands ASEAN Corporate Governance Scorecard Questionnaire June 1, 2017 Page 4 of 14

- Sustainability https://www.bpiexpressonline.com/p/1/298/bpi-foundation-home 3. ANNUAL REPORT FOR 2016 - ANNUAL REPORT, S1-S14, (Sustainability, Stakeholder Rights) PDF

https://www.bpiexpressonline.com/media/uploads/59195414df4aa_05_Sustainability_Pages_from_BPI_Annual_Report_Y2016-7.pdf 4. PSE EDGE

Template Name: Compliance Report on Corporate Governance

Announce Date and Time: May 30, 2017 9:44 AM

PSE Form ACGR-1

Report or Circular No. CR03870-2017

http://edge.pse.com.ph/companyDisclosures/form.do?cmpy_id=234

(B)D. Disclosure and transparency

(B)D.1 Quality of Annual Report

(B)D.1.1 Are the audited annual financial report /statement released within 60 days from the financial year end?

OECD Principle V (C) OECD Principle V (E) ICGN 7.2 Timely disclosure ICGN 7.3 Affirmation of financial statements The board of directors and the corporate officers of the company should affirm at least annually the accuracy of the company's financial statements or financial accounts.

No

(B)D.1.2 Does the company disclose details of remuneration of the CEO?

Yes Relevant information on CEO/executive compensation is disclosed in the reports below. Sources: 1. ANNUAL CG REPORT WITH CONSOLIDATED UPDATES FOR 2016, Sec. D.1-5, pp. 53-56 PDF http://www.bpiexpressonline.com/p/1/346/annual-corporate-governance-report 2. ANNUAL REPORT FOR 2016 - ANNUAL REPORT ON 17-A, thru Annual Corporate Governance Report and Part III., Item 10.*, pp. 44-45, PDF

https://www.bpiexpressonline.com/p/1/239/company-disclosures-main

- ANNUAL REPORT ON 20-IS, Part 1, B. Control and Compensation, Item 6.* Compensation of Directors and Executive Officers, pp. 12-13; PDF https://www.bpiexpressonline.com/media/uploads/58e1db2705da6_BPI_Definitive_20-IS_(2017).pdf

Bank of the Philippine Islands ASEAN Corporate Governance Scorecard Questionnaire June 1, 2017 Page 5 of 14

3. PSE EDGE

Template Name: Information Statement Compliance Report on Corporate Governance Annual Report

Announce Date and Time: Mar 27, 2017 11:30 AM May 30, 2017 9:44 AM Apr 12, 2017 03:15 PM

PSE Form: 17-5 ACGR-1 17-1

Report or Circular No.: CR01608-2017 CR03870-2017 CR02271-2017

http://edge.pse.com.ph/companyDisclosures/form.do?cmpy_id=234 *Remuneration is reported in aggregate amount.

(B)E. Responsibilities of the Board

(B)E.1 Board Competencies and Diversity

(B)E.1.1 Does the company have at least one female independent director/commissioner?

ICGN 2.4.1 Skills and experience The board should consist of directors with the requisite range of skills, competence, knowledge, experience and approach, as well as a diversity of perspectives, to set the context for appropriate board behaviours and to enable it to discharge its duties and responsibilities effectively.

Yes Our 2016 board of directors included five women, 33% of the board, including two (2) independent directors. Our 2017 board of directors also includes four women, 27% of the board, including two (2) of whom are also an independent directors. The Bank has a Diversity Policy which discloses the objectives to have diversity on the Board. While the policy does not set a numerical figure on any aspect of diversity, particularly gender diversity, the policy is based on the SEC Code of Corporate Governance (previously the Revised Code of 2009 and now the new Code of Corporate Governance for Publicly-Listed Companies) for which, as the Bank reports and discloses regularly in various publicly-available reports and on the company website, it has always made efforts to increase the number of female directors and/or female independent directors. Sources: 1. MANUAL OF CORPORATE GOVERNANCE PDF https://www.bpiexpressonline.com/p/1/237/manual-of-corporate-governance

https://www.bpiexpressonline.com/media/uploads/5930b21bd0d91_BPI_Corporate_Governance_Manual_Rev_SECCGPLCCodeCompliant_for_SEC_PSE_posting_052917.pdf - “Definition and Composition”, “Nomination of Directors”, “Board Diversity Policy”, “Criteria”, “Qualifications of Directors”, “Disqualifications of Directors”, “Independent Directors”, Sec. II.A.2.-3., 7., pp. 5-9, 10-19 - “Nomination Committee”, Sec. II.C., 2., p. 34 3. ANNUAL CG REPORT WITH CONSOLIDATED UPDATES FOR 2016, Sec. A., A.1.b., J., pp. 4-13, 141-153 PDF http://www.bpiexpressonline.com/p/1/346/annual-corporate-governance-report 4. BPI WEBSITE

(B)E.1.2 Does the company have a policy and disclose measurable objectives for implementing its board diversity and report on progress in achieving its objectives?

Yes

Bank of the Philippine Islands ASEAN Corporate Governance Scorecard Questionnaire June 1, 2017 Page 6 of 14

- Governance> “Board Matters”> “Nomination and Election” https://www.bpiexpressonline.com/p/1/1347/nomination-and-election - Governance> “Board Matters”> “Composition, Qualification, Diversity and Independence” https://www.bpiexpressonline.com/p/1/783/composition-qualification-diversity-and-independence - Governance> “Board Matters”> “Composition, Qualification, Diversity and Independence”> “Board Diversity Policy” https://bpiexpressonline.com/media/uploads/56d6399e0be18_BPI_Board_Diversity_Policy.pdf - About Us> “Leadership”> “Board of Directors” https://www.bpiexpressonline.com/p/1/751/board-of-directors https://www.bpiexpressonline.com/p/1/905/board-of-directors-2 5. ANNUAL REPORTS FOR 2016 - ANNUAL REPORT, G1-G28 PDF

https://www.bpiexpressonline.com/media/uploads/5919544fea6e0_06_Governance_Pages_from_BPI_Annual_Report_Y2016-6.pdf pp. 14-33, (Our Clients and Our People) PDF

https://www.bpiexpressonline.com/media/uploads/5919519642a8c_04_Our_Clients_and_Our_People_Pages_from_BPI_Annual_Report_Y2016-3.pdf Annexes (Board of Directors Profiles) PDF https://www.bpiexpressonline.com/media/uploads/5919581da88ce_10_Board_of_Directors_and_Principal_Officers_Pages_from_BPI_Annual_Report_Y2016-4.pdf - ANNUAL REPORT ON 17-A, thru Part IV. Annual Corporate Governance Report, and Part III., Item 9., A-1, pp. 32-42 PDF

https://www.bpiexpressonline.com/p/1/239/company-disclosures-main

- ANNUAL REPORT ON 20-IS, Discussion of compliance with leading practices on Corporate Governance, pp.39-44, Annex “A”, pp. 17-21, PDF https://www.bpiexpressonline.com/media/uploads/58e1db2705da6_BPI_Definitive_20-IS_(2017).pdf 6. PSE EDGE

Template Name: Information Statement Compliance Report on Corporate Governance Annual Report

Announce Date and Time: Mar 27, 2017 11:30 AM May 30, 2017 9:44 AM Apr 12, 2017 03:15 PM

PSE Form: 17-5 ACGR-1 17-1

Report or Circular No.: CR01608-2017 CR03870-2017 CR02271-2017

Bank of the Philippine Islands ASEAN Corporate Governance Scorecard Questionnaire June 1, 2017 Page 7 of 14

http://edge.pse.com.ph/companyDisclosures/form.do?cmpy_id=234

(B)E.2 Board Structure

(B)E.2.1 Does the Nominating Committee comprise entirely of independent directors/commissioners?

ICGN 2.4.4 Composition of board committees The members of these key board committees should be solely non-executive directors, and in the case of the audit and remuneration committees, solely independent directors. All members of the nominations committee should be independent from management and at least a majority should be independent from dominant owners.

No

(B)E.2.2 Does the Nominating Committee undertake the process of identifying the quality of directors aligned with the company's strategic directions?

Yes The Nominations Committee ensures that the Board of Directors is made up of individuals of proven integrity and competence, and that each possesses the ability and resolve to effectively oversee the bank in their capacity as Director and member in their respective board committees. This committee also reviews and evaluates the qualifications of all persons nominated to the Board. Details on the process is disclosed in the committee charter. Other relevant information is disclosed in the reports below. Sources: 1. MANUAL OF CORPORATE GOVERNANCE PDF https://www.bpiexpressonline.com/p/1/237/manual-of-corporate-governance

https://www.bpiexpressonline.com/media/uploads/5930b21bd0d91_BPI_Corporate_Governance_Manual_Rev_SECCGPLCCodeCompliant_for_SEC_PSE_posting_052917.pdf - “Definition and Composition”, “Nomination of Directors”, “Specific Duties and Responsibilities of the Board”, Sec. II.A.2.3., 7., pp. 5-9, 20-24 - “Board Committees”, “Nomination Committee”, Sec. II. C., 2., p. 34 3. ANNUAL CG REPORT WITH CONSOLIDATED UPDATES FOR 2016, Sec. A.1.b., E., J., pp. 4-13, 57-80, 141-153 PDF http://www.bpiexpressonline.com/p/1/346/annual-corporate-governance-report 4. BPI WEBSITE - Governance> “Board Matters”> “Nomination and Election” https://www.bpiexpressonline.com/p/1/1347/nomination-and-election - Governance> “Board Matters”> “Board Charter” https://www.bpiexpressonline.com/p/1/1346/board-charter - Governance> “Board Matters”> “Committees and Charters” https://www.bpiexpressonline.com/p/1/784/committees-and-charters - Governance> “Board Matters”> “Nominations Committee”

Bank of the Philippine Islands ASEAN Corporate Governance Scorecard Questionnaire June 1, 2017 Page 8 of 14

https://www.bpiexpressonline.com/p/1/787/nominations-committee 5. ANNUAL REPORTS FOR 2016 - ANNUAL REPORT, G1-G28 PDF

https://www.bpiexpressonline.com/media/uploads/5919544fea6e0_06_Governance_Pages_from_BPI_Annual_Report_Y2016-6.pdf - ANNUAL REPORT ON 17-A, thru Part IV. Annual Corporate Governance Report PDF

https://www.bpiexpressonline.com/p/1/239/company-disclosures-main

- ANNUAL REPORT ON 20-IS, Discussion of compliance with leading practices on Corporate Governance, pp.39-44 PDF https://www.bpiexpressonline.com/media/uploads/58e1db2705da6_BPI_Definitive_20-IS_(2017).pdf 6. PSE EDGE

Template Name: Information Statement Compliance Report on Corporate Governance Annual Report

Announce Date and Time: Mar 27, 2017 11:30 AM May 30, 2017 9:44 AM Apr 12, 2017 03:15 PM

PSE Form: 17-5 ACGR-1 17-1

Report or Circular No.: CR01608-2017 CR03870-2017 CR02271-2017

http://edge.pse.com.ph/companyDisclosures/form.do?cmpy_id=234

(B)E.3 Board Appointments and Re-Election

(B)E.3.1 Does the company use professional search firms or other external sources of candidates (such as director databases set up by director or shareholder bodies) when searching for candidates to the board of directors/commissioners?

5) The board or nomination committee has the responsibility to identify potential candidates to meet desired profiles and propose them to shareholders, and/or consider those candidates advanced by shareholders with the right to make nominations. There are increasing calls for open search processes extending to a broad range of people. WORLDBANK PRINCIPLE 6 (VI.I.21) Are boards known to hire professional search firms when proposing candidates to the board?

Yes The Nomination Committee has the prerogative to utilize professional search firms. Many of the directors on the bank’s Board as well as in the Board of Directors of other companies within the Ayala Group are listed on director databases of third-parties such as the Institute of Corporate Directors. Bank directors are also reported to and listed in the regulator’s database (Bangko Sentral ng Pilipinas). Given the stringent requirements of the Bangko Sentral ng Pilipinas for bank directors, while banks can utilize professional search firms, there is very limited opportunity to do so. Sources: 1. MANUAL OF CORPORATE GOVERNANCE PDF https://www.bpiexpressonline.com/p/1/237/manual-of-corporate-governance

https://www.bpiexpressonline.com/media/uploads/5930b21bd0d91_BPI_Corporate_Governance_Manual_Rev_SECCGPLCCodeCompliant_for_SEC_PSE_posting_052917.pdf - “Definition and Composition”, “Nomination of Directors”, “Specific Duties and Responsibilities of the Board”, Sec. II.A.2.-3., 7., pp. 5-9, 20-24 - “Board Committees”, “Nomination Committee”, Sec. II. C., 2., p. 34

Bank of the Philippine Islands ASEAN Corporate Governance Scorecard Questionnaire June 1, 2017 Page 9 of 14

2. ANNUAL CG REPORT WITH CONSOLIDATED UPDATES FOR 2016, Sec. A.1.b., E., J., pp. 4-13, 57-80, 141-153 PDF http://www.bpiexpressonline.com/p/1/346/annual-corporate-governance-report 3. BPI WEBSITE - Governance> “Board Matters”> “Nomination and Election” https://www.bpiexpressonline.com/p/1/1347/nomination-and-election - Governance> “Board Matters”> “Board Charter” https://www.bpiexpressonline.com/p/1/1346/board-charter - Governance> “Board Matters”> “Committees and Charters” https://www.bpiexpressonline.com/p/1/784/committees-and-charters - Governance> “Board Matters”> “Nominations Committee” https://www.bpiexpressonline.com/p/1/787/nominations-committee - Governance> “Board Matters”> “Nominations Committee”> “Nominations Committee Charter” https://bpiexpressonline.com/media/uploads/56d63d33886eb_BPI_Nomination_Committee_Charter.pdf

(B)E.4 Board Appointments and Re-Election

(B)E.4.1 Do independent non-executive directors/commissioners make up more than 50% of the board of directors/commissioners for a company with independent chairman?

OECD Principle VI (E) (1) Boards should consider assigning a sufficient number of non-executive board members capable of exercising independent judgement to tasks where there is a potential for conflict of interest.

No Board Composition and Independence. While our chairman is a non-executive director but not independent, BPI's board operates with significant independence from its management. Our 2016 as well as our 2017 board has seven directors (comprising 47%) classified as independent or having no interest or relationship with BPI at time of election, appointment, or re-election. Fourteen of the 15-member board, are non-executive directors of the bank who are not part of the day-to-day management of banking operations. Currently, the one executive director is the bank's President and CEO. Historically, our Chairman has also been a non-executive director and is separately appointed from our President and CEO. The presence of a significant number of independent directors on our 2016 and 2017 Boards, seven comprising almost 50%, is key to fairness and integrity, allowing the Board to strike a balance between public, corporate and all stakeholder interests. Currently, our By-Laws state that the Bank shall conform to the requirement to have such number of Independent Directors as may be required by law. Our Manual of Corporate Governance also states that a sufficient number of qualified non-executive members shall be elected to promote the independence of the board. The Manual further states that as a publicly-listed company, BPI shall also conform to the legal requirement to have at least twenty percent (20%) but not less than two (2) members of the board of directors who shall be independent directors. Relevant information on the rights of shareholders is disclosed in the reports below.

Bank of the Philippine Islands ASEAN Corporate Governance Scorecard Questionnaire June 1, 2017 Page 10 of 14

The Bank also ensures compliance with the requirements for Independent Directors as mandated in the Bangko Sentral ng Pilipinas’ Manual of Regulations for Banks (MORB) and submits the required ID certifications annually. As a publicly listed company, BPI also conforms to the requirements of Independent Directors as defined under the provision of SRC Rule 38 of the Securities Regulation Code, as amended and the relevant section of the SEC Code of Corporate Governance for Publicly-Listed Companies which recommends 30% of the board but not less than 3 IDs. Sources: 1. MANUAL OF CORPORATE GOVERNANCE PDF https://www.bpiexpressonline.com/p/1/237/manual-of-corporate-governance

https://www.bpiexpressonline.com/media/uploads/5930b21bd0d91_BPI_Corporate_Governance_Manual_Rev_SECCGPLCCodeCompliant_for_SEC_PSE_posting_052917.pdf - “Definition and Composition”, “Nomination of Directors”, “Board Diversity Policy”, “Criteria”, “Qualifications of Directors”, “Disqualifications of Directors”, “Independent Directors”, Sec. II.A.2.-3., 7., pp. 5-9, 10-24 - “Nomination Committee”, Sec. II.C., 2., p. 34 3. ANNUAL CG REPORT WITH CONSOLIDATED UPDATES FOR 2016, Sec. A., A.1.b., E., J., pp. 4-13, 57-80, 141-153 PDF http://www.bpiexpressonline.com/p/1/346/annual-corporate-governance-report 4. BPI WEBSITE - Governance> “Board Matters”> “Nomination and Election” https://www.bpiexpressonline.com/p/1/1347/nomination-and-election - Governance> “Board Matters”> “Composition, Qualification, Diversity and Independence” https://www.bpiexpressonline.com/p/1/783/composition-qualification-diversity-and-independence - Governance> “Board Matters”> “Composition, Qualification, Diversity and Independence”> “Board Diversity Policy” https://bpiexpressonline.com/media/uploads/56d6399e0be18_BPI_Board_Diversity_Policy.pdf - About Us> “Leadership”> “Board of Directors” https://www.bpiexpressonline.com/p/1/751/board-of-directors https://www.bpiexpressonline.com/p/1/905/board-of-directors-2 5. ANNUAL REPORTS FOR 2016 - ANNUAL REPORT, G1-G28 PDF

https://www.bpiexpressonline.com/media/uploads/5919544fea6e0_06_Governance_Pages_from_BPI_Annual_Report_Y2016-6.pdf pp. 14-33, (Our Clients and Our People) PDF

Bank of the Philippine Islands ASEAN Corporate Governance Scorecard Questionnaire June 1, 2017 Page 11 of 14

https://www.bpiexpressonline.com/media/uploads/5919519642a8c_04_Our_Clients_and_Our_People_Pages_from_BPI_Annual_Report_Y2016-3.pdf Annexes (Board of Directors Profiles) PDF https://www.bpiexpressonline.com/media/uploads/5919581da88ce_10_Board_of_Directors_and_Principal_Officers_Pages_from_BPI_Annual_Report_Y2016-4.pdf - ANNUAL REPORT ON 17-A, thru Part IV. Annual Corporate Governance Report, and Part III., Item 9., A-1, pp. 32-39 PDF

https://www.bpiexpressonline.com/p/1/239/company-disclosures-main

- ANNUAL REPORT ON 20-IS, Discussion of compliance with leading practices on Corporate Governance, pp.39-44, Annex “A”, pp. 17-25, PDF https://www.bpiexpressonline.com/media/uploads/58e1db2705da6_BPI_Definitive_20-IS_(2017).pdf 6. PSE EDGE

Template Name: Information Statement Compliance Report on Corporate Governance Annual Report

Announce Date and Time: Mar 27, 2017 11:30 AM May 30, 2017 9:44 AM Apr 12, 2017 03:15 PM

PSE Form: 17-5 ACGR-1 17-1

Report or Circular No.: CR01608-2017 CR03870-2017 CR02271-2017

http://edge.pse.com.ph/companyDisclosures/form.do?cmpy_id=234

(B)E.5 Risk Oversight

(B)E.5.1 Does the board describe its governance process around IT issues including disruption, cyber security, disaster recovery, to ensure that all key risks are identified, managed and reported to the board?

King Code 2009 5. The governance of information technology The board should be responsible for information technology (IT) governance 5.1.1. The board should assume the responsibility for the governance of IT and place it on the board agenda. 5.1.2. The board should ensure that an IT charter and policies are established and implemented.

Yes The Board is regularly apprised of operational and information technology risks arising from inadequate or failed internal processes, people, and systems (for example, fraud, product flaws, breakdowns in information systems, physical safeguards or internal controls) or from external events (such as natural disasters that damage physical assets, electrical or telecommunication failures that disrupt business). The Board’s governance processes are supported by comprehensive reporting through the Audit Committee, Risk Management Committee as well as IT Steering Committee. To further strengthen operational risk and information security awareness, the Board is continually made aware of current cybercrime landscapes, emerging risks and trends and mitigating measures. The Bank has a Risk Management Office, headed by a Chief Risk Officer, which reports to the board-level Risk Management Committee. The Bank also has an Operational and Information Technology Risk Management unit under the Risk Management Office, which develops and monitors key risk indicators, and oversees thoroughness of bank-wide risk and control self-assessments (disruption and cyber

Bank of the Philippine Islands ASEAN Corporate Governance Scorecard Questionnaire June 1, 2017 Page 12 of 14

security), loss event management processes (disaster recovery), and operational risk management awareness and appreciation programs. The Bank has an Enterprise Information Security Management team which develops and validates strategies to mitigate risks to the confidentiality, integrity, and availability of the bank’s information and information systems. The Bank also has in place business continuity and disaster recovery plans to ensure the recovery and availability of all critical organizational assets and customer-servicing infrastructure. We also have robust BCP sites in strategic locations for critical head office services to meet the increasing demand on business continuity preparedness of the bank’s operations. Sources: 1. MANUAL OF CORPORATE GOVERNANCE PDF https://www.bpiexpressonline.com/p/1/237/manual-of-corporate-governance

https://www.bpiexpressonline.com/media/uploads/5930b21bd0d91_BPI_Corporate_Governance_Manual_Rev_SECCGPLCCodeCompliant_for_SEC_PSE_posting_052917.pdf - “Risk Management Function”, “Chief Risk Officer” and “Risk Management Committee”, Sec. II.C.5., D.2., & Sec. V., pp. 44, 57, 73 2. ANNUAL CG REPORT WITH CONSOLIDATED UPDATES FOR 2016, Sec. F.1-3, E.4-5, pp. 57-80, 82-87, PDF http://www.bpiexpressonline.com/p/1/346/annual-corporate-governance-report 3. BPI WEBSITE - Governance> “Enterprise Risk Management” https://www.bpiexpressonline.com/p/1/815/enterprise-risk-management - Governance> “Board Matters”> “Committees and Charters”> “Risk Management Committee”> “Risk Management Committee Charter” https://bpiexpressonline.com/media/uploads/57454deef29d7_Approved_Risk_Management_Committee_082715.pdf 4. ANNUAL REPORTS FOR 2016 - ANNUAL REPORT, G10-G16 (Risk Management) PDF

https://www.bpiexpressonline.com/media/uploads/5919544fea6e0_06_Governance_Pages_from_BPI_Annual_Report_Y2016-6.pdf - ANNUAL REPORT ON 17-A, thru Part IV. Annual Corporate Governance Report, and Part I., Item 1., A-2, Risk Management, pp. 13-14 PDF

https://www.bpiexpressonline.com/p/1/239/company-disclosures-main

- ANNUAL REPORT ON 20-IS, Discussion of compliance with leading practices on Corporate Governance, pp.40-41, PDF https://www.bpiexpressonline.com/media/uploads/58e1db2705da6_BPI_Definitive_20-IS_(2017).pdf 5. PSE EDGE

Bank of the Philippine Islands ASEAN Corporate Governance Scorecard Questionnaire June 1, 2017 Page 13 of 14

Template Name: Information Statement Compliance Report on Corporate Governance Annual Report

Announce Date and Time: Mar 27, 2017 11:30 AM May 30, 2017 9:44 AM Apr 12, 2017 03:15 PM

PSE Form: 17-5 ACGR-1 17-1

Report or Circular No.: CR01608-2017 CR03870-2017 CR02271-2017

http://edge.pse.com.ph/companyDisclosures/form.do?cmpy_id=234

(B)E.6 Board Performance

(B)E.6.1 Does the company have a separate level Risk Committee?

International Financial Corporation’s Global Corporate Governance Forum Publication: When Do Companies Need a Board-level Risk Management Committee?(Volume 31, pp.11, March 2013) Benefits of a Board Level Risk Committee: 1. elevate risk oversight to the highest level in the company; 2. strengthen the quality of risk management; 3. inculcate a risk culture and risk-management environment to mitigate and manage risks effectively across the organization; 4. establish a platform for continuous assessment of risks in light of the changing internal and external environments; 5. improve communication among the board, management, and other stakeholders about risk management; and 6. demonstrate to internal and external stakeholders the company’s commitment to risk management

Yes The Board, thru the Risk Management Committee, is able to review the bank’s material controls and risk management systems. The Board carries out its risk management function through its Risk Management Committee (RMC), which is tasked with nurturing a culture of risk management across the enterprise, proposing guidelines and regularly reviewing risk management structures, metrics, limits, and issues across the BPI Group, in order to meet and comply with regulatory and international standards on risk measurement and management. The committee also supports technology and training for key personnel in risk management. BPI’s Risk Management Office is headed by a Chief Risk Officer. The CRO is ultimately responsible for formulating risk management policies and methodologies in alignment with the strategy of the bank, ensuring that risks are rationally undertaken and within the bank’s risk appetite, as well as commensurate to maximize returns on capital. The CRO and the RMO facilitate risk management learning programs and promote best practices on an enterprise-wide basis. The Bank’s risk framework conforms not only to its own rigorous standards, but also to Bangko Sentral directives promoting an effective Internal Capital Adequacy Assessment Process. Sources: 1. MANUAL OF CORPORATE GOVERNANCE PDF https://www.bpiexpressonline.com/p/1/237/manual-of-corporate-governance

https://www.bpiexpressonline.com/media/uploads/5930b21bd0d91_BPI_Corporate_Governance_Manual_Rev_SECCGPLCCodeCompliant_for_SEC_PSE_posting_052917.pdf - “Risk Management Function”, “Chief Risk Officer” and “Risk Management Committee”, Sec. II.C.5., D.2., & Sec. V., pp. 44, 57, 73 2. ANNUAL CG REPORT WITH CONSOLIDATED UPDATES FOR 2016, Sec. F.1-3, E.4-5, pp. 57-80, 82-87, PDF http://www.bpiexpressonline.com/p/1/346/annual-corporate-governance-report 3. BPI WEBSITE

Bank of the Philippine Islands ASEAN Corporate Governance Scorecard Questionnaire June 1, 2017 Page 14 of 14

- Governance> “Enterprise Risk Management” https://www.bpiexpressonline.com/p/1/815/enterprise-risk-management - Governance> “Board Matters”> “Committees and Charters”> “Risk Management Committee”> “Risk Management Committee Charter” https://bpiexpressonline.com/media/uploads/57454deef29d7_Approved_Risk_Management_Committee_082715.pdf 4. ANNUAL REPORTS FOR 2016 - ANNUAL REPORT, G10-G16 (Risk Management) PDF

https://www.bpiexpressonline.com/media/uploads/5919544fea6e0_06_Governance_Pages_from_BPI_Annual_Report_Y2016-6.pdf - ANNUAL REPORT ON 17-A, thru Part IV. Annual Corporate Governance Report, and Part I., Item 1., A-2, Risk Management, pp. 13-14 PDF

https://www.bpiexpressonline.com/p/1/239/company-disclosures-main

- ANNUAL REPORT ON 20-IS, Discussion of compliance with leading practices on Corporate Governance, pp.40-41, PDF https://www.bpiexpressonline.com/media/uploads/58e1db2705da6_BPI_Definitiv

e_20-IS_(2017).pdf 5. PSE EDGE

Template Name: Information Statement Compliance Report on Corporate Governance Annual Report

Announce Date and Time: Mar 27, 2017 11:30 AM May 30, 2017 9:44 AM Apr 12, 2017 03:15 PM

PSE Form: 17-5 ACGR-1 17-1

Report or Circular No.: CR01608-2017 CR03870-2017 CR02271-2017

http://edge.pse.com.ph/companyDisclosures/form.do?cmpy_id=234