MORNBFI Vol. 1 - Planters Development Bank

§§ 4145Q - 4146Q09.12.31two (2) of its subsidiary bank/s, QB/s, andNBFIs, other than IH/s; or(5) Between a bank and not more thantwo (2) of its subsidiary QB/s, and NBFI/s.Aforementioned concurrent officershipsmay be allowed, subject to the followingconditions:(a) that the positions do not involve anyfunctional conflict of interests;(b) that any officer holding the positionsof president, CEO, chief operating officer orchief financial officer may not beconcurrently appointed to any of saidpositions or their equivalent;(c) that the officer involved, or hisspouse or any of his relatives within the firstdegree of consanguinity or affinity or by legaladoption, or a corporation, association orfirm wholly-or majority owned or controlledby such officer or his relatives enumeratedabove, does not own in his/its own capacitymore than twenty percent (20%) of thesubscribed capital stock of the entities inwhich the QB has equity investments; and(d) that where any of the positionsinvolved is held on full-time basis, adequatejustification shall be submitted to theMonetary Board.(6) Concurrent officership position inthe same capacity which do not involvemanagement functions, i.e., internalauditors, corporate secretary, assistantcorporate secretary and security officer,between a QB and one or more of itssubsidiary QB/s and NBFI/s, or between abank and one or more of its subsidiary QBsand NBFIs, or between bank/s, QB/s andNBFI/s, other than IH/s: Provided, That atleast twenty percent (20%) of the equity ofeach of the banks, QBs and NBFIs is ownedby a holding company or by any of thebanks/QBs within the group.For purposes of this Section, membersof a group or committee, includingsub-groups or sub-committees, whose dutiesinclude functions of management such asthose ordinarily performed by regularofficers, shall likewise be considered asofficers.It shall be the responsibility of theCorporate Governance Committee toconduct an annual performance evaluationof the board of directors/trustees and seniormanagement. When a director/trustee orofficer has multiple positions, theCommittee should determine whether ornot said director/trustee or officer is able toand has been adequately carrying out his/her duties and, if necessary, recommendchanges to the board based upon saidperformance/review.(As amended by Circular Nos. 646 dated 23 February 2009and 592 dated 28 December 2007)§ 4145Q.1 (2008 - 4144Q.1)Representatives of government. Theprovisions of this Subsection shall apply topersons appointed to such positions asrepresentatives of the government orgovernment-owned or controlled entitiesunless otherwise provided under existinglaws.(As amended by Circular No. 592 dated 28 December 2007)Sec. 4146Q (2008 - 4145Q) Profit Sharingof Directors/Trustees/Officers andEmployees. Profit sharing programs adoptedin favor of directors/trustees/officers andemployees shall be reflected in the by-lawsof QBs, subject to the following guidelines:a. The base in any profit sharingprogram shall be the net income for the yearof the QB, as shown in its ConsolidatedStatement of Income and Expenses (CSIE) forthe year, net of the following:(1) All cumulative dividends accruingto preferred stock to the extent not coveredby earned surplus;(2) Accrued interest receivable creditedto income but not yet collected, net ofreserves already set up for uncollectedinterest on loans;Q RegulationsPart I - Page 42Manual of Regulations for Non-Bank Financial Institutions