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SECURITIES AND EXCHANGE COMMISSION
SEC FORM – ACGR
ANNUAL CORPORATE GOVERNANCE REPORT

1. Report is filed for the Year: 2012 (with updates as of March 21, 2014)

2. Exact Name of Registrant as Specified in its Charter: China Banking Corporation

  • 3. Address of principal office: China Bank Bldg., 8745 Paseo de Roxas
  • Postal Code: 1226

cor. Villar St., Makati City

  • 4. SEC Identification Number: 443
  • 5.
  • (SEC Use Only)

Industry Classification Code

6. BIR Tax Identification Number: 320-000-444-210 7. Issuer’s telephone number, including area code: (632) 885-5555 8. Former name or former address, if changed from the last report: Not applicable

1

TABLE OF CONTENTS

A. BOARD MATTERS………………………………………………………………………………………………………………………….……….4

1) BOARD OF DIRECTORS
(a) Composition of the Board………………………………………………………………………………….………4 (b) Corporate Governance Policy …………………………………………………………………………………….4 (c) Board Review and Approval of Vision and Mission ……………………………………………………15 (d) Directorship in Other Companies……………………………………………………………………………. 16 (e) Shareholding in the Company……………………………………….…………………………….………......18
2) CHAIRMAN AND CEO………………………………………………………………………………………………………………..18 3) PLAN FOR SUCCESSION……………………………………………………………………………………………………………..21 4) OTHER EXECUTIVE, NON-EXECUTIVE AND INDEPENDENT DIRECTORS………………………………………22 5) CHANGES IN THE BOARD OF DIRECTORS…………………………………………………………………………………..25 6) ORIENTATION AND EDUCATION PROGRAM………………………………………………………………………………83

B. CODE OF BUSINESS CONDUCT & ETHICS……………………………………………………………………………………………….88

1) POLICIES……………………………………………………………………………………………………………………………………88 2) DISSEMINATION OF CODE………………………………………………………………………………………………….…..…93 3) COMPLIANCE WITH CODE…………………………………………………………………………………………………………93 4) RELATED PARTY TRANSACTIONS……………………………………………………………………………………………….93
(a) Policies and Procedures…………………………………………………………………………………………….93 (b) Conflict of Interest…………………………………………………………………………………………………….99
5) FAMILY, COMMERCIAL AND CONTRACTUAL RELATIONS…………………………………………………….…100 6) ALTERNATIVE DISPUTE RESOLUTION………………………………………………………………………………………101

C. BOARD MEETINGS & ATTENDANCE……………………………………………………………………………………………….……102

1) SCHEDULE OF MEETINGS………………………………………………………………………………………………………..102 2) DETAILS OF ATTENDANCE OF DIRECTORS……………………………………………………………………………….102 3) SEPARATE MEETING OF NON-EXECUTIVE DIRECTORS……………………………………………………………..102 4) QUORUM REQUIREMENT ………………………………………………………………………………………………………103 5) ACCESS TO INFORMATION………………………………………………………………………………………………………103 6) EXTERNAL ADVICE…………………………………………………………………………………………………………………..105 7) CHANGES IN EXISTING POLICIES………………………………………………………………………………………………106

D. REMUNERATION MATTERS…………………………………………………………………………………………………………..…106

1) REMUNERATION PROCESS…………………………………………………………………………………………………..….106 2) REMUNERATION POLICY AND STRUCTURE FOR DIRECTORS……………………………………………..…….107 3) AGGREGATE REMUNERATION …………………………………………………………..……………………………………108 4) STOCK RIGHTS, OPTIONS AND WARRANTS…………………………………………………………………..…………109 5) REMUNERATION OF MANAGEMENT……………………………………………………………………………………….109

E. BOARD COMMITTEES………………………………………………………………………………………………………………………110

1) NUMBER OF MEMBERS, FUNCTIONS AND RESPONSIBILITIES………………………………………………….110 2) COMMITTEE MEMBERS…………………………………………………………………………………………………………..111 3) CHANGES IN COMMITTEE MEMBERS………………………………………………………………………………………114 4) WORK DONE AND ISSUES ADDRESSED……………………………………………………………………………….……115 5) COMMITTEE PROGRAM……………………………………………………………………………………………………….…117

F. RISK MANAGEMENT SYSTEM………………………………………………………………………………………………………..…125

1) DISCLOSURE ……………………………………………………………………………………………………………………………125 2) STATEMENT ON EFFECTIVENESS OF RISK MANAGEMENT SYSTEM……………………………………….…125 3) RISK POLICY…………………………………………………………………………………………………………………………….126 4) CONTROL SYSTEM…………………………………………………………………………………………………………………..130

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G. INTERNAL AUDIT AND CONTROL…………………………………………………………………………………………………..…137

1) STATEMENT ON EFFECTIVENESS OF INTERNAL CONTROL SYSTEM……………………………………….…138 2) INTERNAL AUDIT
(a) Role, Scope and Internal Audit Function………………………………………………………………….138 (b) Appointment/Removal of Internal Auditor………………………………………………………………139 (c) Reporting Relationship with the Audit Committee………………………………………………….140 (d) Resignation, Re-assignment and Reasons……………………………………………………………..…140 (e) Progress against Plans, Issues, Findings and
Examination Trends………………………………………………………..….…………………………………..140
(f) Audit Control Policies and Procedures…………………………………………………………………….141 (g) Mechanisms and Safeguards…………………………………………………………………………………..141

H. ROLER OF STAKEHOLDERS ………………………………………………………………………………………………………………142 I. DISCLOSURE AND TRANSPARENCY …………………………………………………………………………………………………150 J. RIGHTS OF STOCKHOLDERS………………………………………………………………………………………………………….….154

1) RIGHT TO PARTICIPATE EFFECTIVELY IN STOCKHOLDERS’ MEETINGS………………………………………155 2) TREATMENT OF MINORITY STOCKHOLDERS……………………………………………………………………………160

K. INVESTORS RELATIONS PROGRAM………………………………………………………………………………………………….161 L. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES……………………………………………………………………………162 M. BOARD, DIRECTOR, COMMITTEE AND CEO APPRAISAL……………………………………………………………………163 N. INTERNAL BREACHES AND SANCTIONS……………………………………………………………………………………………166

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A. BOARD MATTERS

1) Board of Directors
Number of Directors per Articles of Incorporation

11 11

Actual number of Directors for the year
(a) Composition of the Board
Complete the table with information on the Board of Directors:

Type [Executive
(ED), Non- Executive (NED) or Independent Director (ID)]
Elected when
(Annual /Special Meeting)

  • If
  • Nominator in the last
  • Date last elected

(if ID, state the number of years served as ID)1
No. of years served as
Date first elected nominee, election (if ID, state the identify the
Director’s Name relationship with the

nominator)

  • principal
  • director

  • Henry Sy, Sr.
  • Honorary

Chairman

  • N/A
  • Board of Directors   2006
  • May 18, 2006   Organiz N/A

ational Meeting

  • Hans T. Sy
  • NED

ED
N/A N/A N/A N/A N/A

  • Sysmart
  • 1986

1969 1977
May 2, 2013 May 2, 2013 May 2, 2013 May 2, 2013
Annual Meeting Annual Meeting Annual Meeting Annual Meeting Annual Meeting
28 45 37 30 29
Corporation Linda Susan T. Mendoza
Gilbert U. Dee Peter S. Dee Joaquin T. Dee Dy Tiong

  • ED
  • Nancy D. Yang

NED ID
Christopher T. Dee   1984 Johnny Cheng T.K., Jr.,   son-in- law

  • 1985
  • May 2, 2013

(2 years)

Herbert T. Sy Harley T. Sy Alberto S. Yao
NED NED ID
N/A N/A N/A N/A

  • Sysmart
  • 1993

2001 2004 2005
May 2, 2013 May 2, 2013
Annual Meeting Annual Meeting Annual Meeting Annual Meeting
21 13 10 9
Corporation SM Investments Corporation Lucky Securities, Inc., no relation Regina Capital Development Corporation, no relation
May 2, 2013 (2 years) May 2, 2013 (2 years)
Roberto F. Kuan   ID

  • Jose T. Sio
  • NED
  • N/A

N/A
SM Investments Corporation Zenaida C. Milan
2007 2008
May 2, 2013 May 2, 2013
Annual Meeting Annual Meeting
7

  • 6
  • Ricardo R. Chua   ED

(b) Provide a brief summary of the corporate governance policy that the board of directors has adopted. Please emphasis the policy/ies relative to the treatment of all shareholders, respect for the rights of minority shareholders and of other stakeholders, disclosure duties, and board responsibilities.

Corporate Governance Policy

The Board of Directors, Management, employees and shareholders believe that good corporate governance is a necessary component of what constitutes sound strategic business management and will therefore undertake greater effort necessary to create more and continuing awareness within the organization.

1 Reckoned from the election immediately following January 2, 2012.
4

The Bank adheres to the following basic principles of good governance: a. Transparency or the availability of information through expansion of public disclosure requirements.

b. Accountability involves providing adequate incentives and instilling in the business environment the discipline to act in the best interest of the Bank.

  • c.
  • Fairness or equity implies that the rights of all concerned parties are protected.   Directors

should not only promote the interest of the stockholders but also that of other stakeholders such as depositors, investors, borrowers and the banking public in general.

d. Integrity or strict adherence to a moral code, reflected in transparent honesty and complete harmony in what one thinks, says, and does.

Treatment of Shareholders

At China Bank, we have always been driven by our commitment to be a catalyst of wealth creation, developing our products and services, and shaping our operations around the needs of our customers, shareholders, and the communities we serve.

In 2012, we continued to live up to this commitment, adapting to the changing times and approaching challenges and opportunities confidently while remaining true to our mission—“your success is our business.”

Vision

Drawing strength from our rich history, we will be the best, most admired and innovative financial services institution, partnering with our customers, employees, and shareholders in wealth creation.

Mission

We will be a leading provider of quality services consistently delivered to institutions, entrepreneurs, and individuals, here and abroad, to meet their financial needs and exceed their rising expectations.

We will be a primary catalyst in the creation of wealth for our customers, driven by a desire to help them succeed, through a highly motivated team of competent and empowered professionals, guided by in-depth knowledge of their needs and supported by leading-edge technology.

We will maintain the highest ethical standards, sense of responsibility and fairness with respect to our customers, employees, shareholders, and the communities we serve.

Respect for the Rights of Minority Shareholders

The Board of China Bank is committed to respect the following rights of the stockholders (as provided for in the Corporation Code):

  • a.
  • Voting Rights, which are, right to elect, remove and replace directors through cumulative

voting; to vote on corporate acts. In this regard, a director shall not be removed without cause if it will deny minority shareholders representation in the Board.

  • b.
  • Pre-emptive Right, unless denied in the articles of incorporation, which includes the right to

subscribe to the capital stock of the Bank.

5

  • c.
  • Power to inspect corporate books and records including minutes of Board meetings and stock

registries. Without cost or restrictions, they also have the right to be furnished with annual reports and financial statements.

d.

Right to information

The shareholders shall be provided, upon request, with periodic reports which disclose personal and professional information about the directors and officers and certain other matters such as their holdings of the Bank’s shares, dealings with the Bank, relationships among directors and key officers, and the aggregate compensation of directors and officers.

The minority shareholders shall be granted the right to propose the holding of a meeting, and the right to propose items in the agenda of the meeting, provided the items are for legitimate business purposes.

The minority shareholders shall have access to any and all information relating to matters for which the management is accountable for and to those relating to matters for which the management shall include such information and, if not included, then the minority shareholders shall be allowed to propose to include such matters in the agenda of

stockholders' meeting, being within the definition of “legitimate purposes".

  • e.
  • Right to receive dividends. Shareholders shall have the right to receive dividends subject to

the discretion of the Board.

The Bank shall be compelled to declare dividends when its retained earnings shall be in excess of 100% of its paid-in capital stock, except: a) when justified by definite corporate expansion projects or programs approved by the Board; or b) when the Bank is prohibited under any loan agreement with any financial institution or creditor, whether local or foreign, from declaring dividends without its consent, and such consent has not been secured; or c) when it can be clearly shown that such retention is necessary under special circumstances obtaining in the Bank, such as when there is a need for special reserve for probable contingencies.

f.

Appraisal Right.

The shareholders' shall have appraisal right or the right to dissent and demand payment of the fair value of their shares in the manner provided for under Section 82 of the Corporation Code of the Philippines, under any of the following circumstances:

  • a.
  • In case any amendment to the articles of incorporation has the effect of changing or

restricting the rights of any stockholders or class of shares, or of authorizing preferences in any respect superior to those of outstanding shares of any class, or of extending or shortening the term of corporate existence;

  • b.
  • In case of sale, lease, exchange, transfer, mortgage, pledge or other disposition of all

or substantially all of the corporate property and assets as provided in the Corporation Code; and

  • c.
  • In case of merger or consolidation.

  • d.
  • It shall be the duty of the directors to promote shareholder rights, remove

impediments to the exercise of shareholders' rights and allow possibilities to seek redress for violation of their rights. They shall encourage the exercise of shareholders' voting rights and the solution of collective action problems through appropriate mechanisms. They shall be instrumental in removing excessive costs and other administrative or practical impediments to shareholders participating in meetings and/or voting in person. The directors shall pave the way for the electronic

6

filing and distribution of shareholder information necessary to make informed decisions subject to legal constraints.

Disclosure and Transparency Policies

The Bank is committed to a high standard of disclosure and transparency to facilitate understanding of the Bank’s true financial condition and the quality of our corporate governance.

All material information, i.e., anything that could potentially affect share price and volume shall be publicly disclosed. Such information shall include earnings results, acquisition or disposal of assets, off balance sheet transactions, board changes, related party transactions, shareholdings of directors, direct and indirect remuneration of members of the Board and Management, and changes to ownership.

Other information that shall always be disclosed includes remuneration (including stock options) of all directors and senior management, corporate strategy, and off balance sheet transactions.

All disclosed information shall be released via the approved stock exchange procedure for company announcements as well as through the annual report.

The Board shall commit at all times to fully disclose material information dealings. It shall cause the filing of all required information for the interest of the stakeholders.

The Bank, as an Issuer of listed stocks, is prohibited to communicate material non-public information about the Issuer to any person, unless the Issuer is ready to simultaneously disclose the material non- public information to the Securities and Exchange Commission. This rule does not apply if the disclosure is made to:

1.

2. 3.
A person who is bound by duty to maintain trust and confidence to the Issuer such as but not limited to its auditors, legal counsels, investment bankers, financial advisers; and

A person who agrees in writing to maintain in strict confidence the disclosed material information and will not take advantage of it for his personal gain.

The Issuer shall establish and implement internal control that will ensure that its officers, staff and any other person who is privy to the material non-public information shall comply with the requirement of this rule.

Disclosure Duties

In compliance with pertinent part of Section 13.1 of the PSE Revised Disclosure Rules, Directors and Principal Officers of the Bank are required to immediately report any buy/sell transaction for China Bank shares and to submit the copy of the confirmation of the transaction to the Office of the Bank’s Corporate Secretary for submission to the Securities and Exchange Commission (SEC), and the Philippine Stock Exchange (PSE).

Board Responsibilities

The following Powers/Responsibilities, Duties and Functions of the Board of Directors are in the Bank’s Corporate Governance Manual:

  • 1.
  • Powers and Authority of the Board of Directors 2

Powers of the board of directors. The corporate powers of China Bank shall be exercised, its business conducted and all its property shall be controlled and held by its board of directors.

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    Le portrait de la semaine «Ces tycoons qui contribuent au succès des pays émergents» Henry Sy, Senior A la tête du plus grand groupe de centres commerciaux aux Philippines et surnommé «le père de la grande distribution Philippine» Avec une fortune estimée à 12 mds $, Henry Sy Senior est l’homme le plus riche des Philippines et 68ème du classement mondial Forbes*. *Classement Forbes Juillet 2013 Les pays émergents regorgent d’histoires de réussites sociales impressionnantes. Henry Sy, nous montre comment avec volonté et détermination, il est sorti de la pauvreté. Grâce à son dicton « un rêve est un souhait que le cœur réalise », il s’est vu passer du rang d’émigré chinois pauvre à l’homme le plus riche des Philippines. Né en Chine à Amoy en 1923, il émigre très jeune aux Philippines. Installés dans le district de Quiapo à Manille, les Sy vivent très simplement des revenus d’une petite épicerie dans laquelle Henry travaille tout en poursuivant sa scolarité. Le commerce familial est Henry Sy, Sr, 90 ans, l’homme le plus riche à la contrebande de chaussures américaines. Petit à petit, il se forge un intérêt pour le des Philippines, à la tête de la holding SM commercedétruit durant de la la chaussure,seconde guerre et grâce mondiale à un prêt et à bancaire la fin de laréussit guerre à ouvrirHenry unSy survitmagasin grâce de Prime. chaussures à Quiapo en 1949. Il s’intéresse de près au marché et va même jusqu’à la côte Est américaine pour en ramener des idées de merchandising.
  • BDO 2020 Annual Report Download

    BDO 2020 Annual Report Download

    Table of Contents 04 Our Purpose Corporate Mission Corporate Vision Core Values Corporate Profile 06 Message from the Chairperson 09 Q&A with the President and Chief Executive Officer 12 2020 at a Glance 14 Financial Highlights 16 Market Overview 18 Our Strategy 19 Risk Management 22 Performance Review and Report on Operations 32 Corporate Governance 67 Corporate Social Responsibility 76 Financial Statements Statement of Management’s Responsibility for Financial Statements Statements of Financial Position Statements of Income 79 Products and Services 80 Awards and Recognition 84 BDO Group of Companies 86 Organizational Structure 87 Board and Management Directory 92 Corporate Information Our Purpose Corporate Mission To be the preferred bank in every market we serve. Corporate Vision To be the leading Philippine bank and financial services company that empowers customers to achieve their goals and aspirations, combining our entrepreneurial spirit, international perspective, and intense customer focus to deliver a personalized banking experience that is easy, straightforward, and convenient, while taking pride in building long-term relationships and finding better ways to deliver offerings of the highest standard. Core Values Commitment to Customers. We are committed to delivering products and services that surpass customer expectations in value and every aspect of customer service, while remaining prudent and trustworthy stewards of their wealth. Commitment to a Dynamic and Efficient Organization. We are committed to creating an organization that is flexible, responds to change, and encourages innovation and creativity; we are committed to the process of continuous improvement in everything we do. Commitment to Employees. We are committed to our employees’ growth and development and we will nurture them in an environment where excellence, integrity, teamwork, professionalism, and performance are valued above all else.
  • We Are Pleased to Furnish Your Good Office with a Copy of Our SEC Form 20 Information Statement Preliminary (Pursuant to Section

    We Are Pleased to Furnish Your Good Office with a Copy of Our SEC Form 20 Information Statement Preliminary (Pursuant to Section

    March 15, 2018 PHILIPPINE STOCK EXCHANGE, INC. 3/F Philippine Stock Exchange Plaza Ayala Triangle, Ayala Avenue Makati City Attention: MR. JOSE VALERIANO B. ZUÑO III OIC - Disclosure Department PHILIPPINE DEALING & EXCHANGE CORP. 37/F Tower 1, The Enterprise Center 6766 Ayala Avenue cor Paseo de Roxas Makati City Attention: MS. ERIKA GRACE C. ALULOD Head, Issuer Compliance and Disclosure Department Gentlemen: We are pleased to furnish your good office with a copy of our SEC Form 20 Information Statement Preliminary (pursuant to section 20 of the Securities Regulation Code) filed with the Securities and Exchange Commission (SEC). For your information and guidance. Thank you. Very truly yours, ALEXANDER C. ESCUCHA Senior Vice President & Head Investor & Corporate Relations Group CHINA BANKING CORPORATION 8745 Paseo de Roxas corner Villar Street, Makati City, Philippines Tel. No. 885-5555 • Fax No. 815-3169 • www.chinabank. 1 4 4 3 SEC Registration Number C H I N A B A N K I N G C O R P O R A T I O N (Company‘s Full Name) 1 1 F C H I N A B A N K B L D G 8 7 4 5 P A S E O D E R O X A S C O R V I L L A R S T M A K A T I (Business Address: No., Street City/ Town / Province) ATTY. LEILANI B. ELARMO 885-5145 Contact Person Company Telephone Number Preliminary Information Statement 0 3 1 4 2 0 - I S 0 5 0 3 Month Day FORM TYPE Month Day Annual Meeting Secondary License Type, If Applicable C F D Dept.
  • 1 Sustainability Report 2018

    1 Sustainability Report 2018

    K C M Y RED 80K 40K K C M Y GREEN 80C 40C K C M Y BLUE 80M 40M K C M Y 80Y 40Y Paper K C M Y RED 80K 40K K C M Y GREEN 80C 40C K C M Y BLUE 80M 40M K C M Y 80Y 40Y Paper K C M Y RED 80K 40K K C M Y GREEN 80C 40C K C M Y BLUE 80M 40M K C M Y 80Y 40Y Paper K C M Y RED 80K 40K K C Prime SR Cover proofing.pdf 1 4/8/19 10:10 PM C M Y CM MY CY CMY K Sustainability Report 2018 1 SM @ 60 Years About this Report (102-46,47,49,50,51,54) SM Prime Holdings, Inc. presents the 11th annual Sustainability Report and the 7th edition following the Global Reporting Initiative (GRI). This Sustainability Report features highlights from the Company’s material topics on: ECONOMIC ENVIRONMENTAL SOCIAL Economic Performance Energy Employment Indirect Economic Impacts Water Occupational Health and Safety Anti-Corruption Emissions Training and Education Anti-competitive Behavior Effluents and Waste Diversity and Equal Opportunities Biodiversity Non-discrimination Environmental Compliance Security Practices Human Rights Assessment Local Communities Socio-economic Compliance The sustainability information contained herein covers reporting from January to December 2018 and will discuss SM Prime’s assets where the business has organizational boundary. This report has been prepared in accordance with the GRI Standards: Core option. The 2018 SM Prime Sustainability Report must be read in conjunction with the 2018 SM Prime Annual Report.