Nomination and election

Nomination
In accordance with the Bank's By-Laws, Manual on Corporate Governance, Board Diversity Policy, rules provided for by the regulators (SEC, BSP and PSE) as well as the Corporation Code, all written nominations for directors are submitted to the Nominations Committee not later than the date prescribed by law, rules and regulations or at such earlier or later date as the Board of Directors may fix before the date of the next annual meeting of the stockholders. All recommendations shall be signed by the nominating stockholders together with the written acceptance and conformity of the would-be nominees.

Our shareholders may recommend candidates for Board membership for consideration by the Nominations Committee. Such recommendations should be sent to the Committee, care of the Office of the Corporate Secretary. Candidates recommended by shareholders are evaluated in the same manner as director candidates identified by any other means. The Committee itself may likewise identify and recommend qualified individuals for nomination and election to the board. For this purpose, the Committee may make use of professional search firms or other external sources of candidates to search for qualified candidates to the board.

The Nominations Committee pre-screens the qualifications and prepares a final list of all candidates prior to the annual stockholders’ meeting. Only nominees whose names appear on the final list of candidates shall be eligible for election as director. No other nominations shall be entertained after the final list of candidates shall have been prepared. No further nominations shall be entertained or allowed on the floor during the actual annual stockholders’ meeting.

Election
​​​​​​​Board members are elected by BPI stockholders who are entitled to one vote per share at the bank's annual stockholders’ meeting. The nominees receiving the highest number of votes are declared elected and hold office for one (1) year until their successors are elected and qualified in accordance with the By-Laws at the next annual stockholders’ meeting.

No meeting of stockholders shall be competent to transact business unless a majority of the outstanding and subscribed capital stock entitled to vote is represented, except to adjourn from day to day or until such time as may be deemed proper.