Metropolitan Bank & Trust Company (Metrobank) Company Policies
Compensation Policy The Bank’s compensation package is aligned with its operating and risk culture, long-term strategic and financial interests and consistent with labor laws and regulations that also promotes excellent performance. It is competitive with industry standards, with a recurring intention of attracting, motivating and retaining the best people.
Directors’ Compensation Package The Board of Directors receives a fixed remuneration package which includes per diem, transportation allowance and other fees. Their compensation is based on their banking or finance experience, professional background, level of responsibilities, attendance in Board and committee meetings, as well as market conditions. In line with this, the Executive Directors receive compensation as full-time executive officers of the Bank while non-Executive Directors receive per diem and other fees for attending Board and committee meetings.
Executive and Employee Compensation The Bank pays salaries commensurate to the individual’s qualifications and experience, nature of the job, position, and level of responsibility with reference to an approved salary scale.
The Bank’s compensation package is composed of fixed pay and variable bonus. It is reviewed regularly and benchmarked against competition by taking part in annual industry compensation and benefit surveys to ensure its competitiveness vis-à-vis industry and other market considerations. The Corporate Governance and Compensation Committee ensures that the Bank’s compensation strategy is consistent with the Bank’s culture, business environment and industry practice.
Pay for Performance. The Bank pursues a performance-driven work culture by providing meaningful rewards for exceptional work. Annual performance scorecards are structured to support business strategies and provide competitive rewards. Thus, the Bank grants annual merit increases, as well as performance bonuses (non-guaranteed) to its officers based on the Bank’s over-all performance, group and individual performance, and market conditions.
Fair Compensation. The Bank ensures that its compensation package for non-officers or rank and file employees follows labor laws and requirements. Rank and file employees receive salaries linked to both their performance and the Bank’s contractual obligation under a collective bargaining agreement, which include loyalty bonuses for long-term employees.
Anti-Bribery and Anti-Corruption
The Bank’s vision and mission are clear–to commit to being “the trusted financial partner” and a “responsible bank” that adheres to the highest standards of corporate governance, accountability, fairness, and transparency across all businesses. These are the values that the Bank and Metrobankers live by.
To ensure that the Bank and Metrobankers behave according to these values, the Bank is strictly enforcing its Anti-Bribery and Anti-Corruption policy. The policy outlines the values and principles for conducting business with the highest possible standards of ethics like honesty, accountability, and good governance. It also aims to mitigate reputational and legal risks as a result of criminal or regulator investigations.
The Bank will conduct its business in a legal, honest, and ethical way. It will not tolerate any form of bribery or corruption to obtain an unfair advantage. It will not offer, pay, or receive bribes directly or indirectly. These values apply to dealings and transactions of the Bank, its directors, its officers, its employees, and with its clients, service providers, counterparties, and other third parties irrespective of jurisdiction or country.
Metrobank directors, officers and employees must be familiar with their roles and perform their duties in compliance with the Bank’s Anti-Bribery and Anti-corruption policy, Republic Act No. 3019, also known as the Anti-Graft and Corrupt Practices Act, and other related laws and regulations that penalize similar acts.
Any knowledge and information on bribery and corruption must be reported through the Bank’s whistleblowing policy guidelines.
Any violation of this policy will result in sanctions, regardless of any benefit to the Bank as a result of the bribe or misuse of entrusted power and authority.
The Bank’s Code of Conduct also echoes the intent of the Bank’s Anti-Bribery and Corruption policy. The standard of conduct on the “Avoidance of Conflicts of Interest” states: Metrobank directors, officers and employees must “adopt an anti-corruption way of life”; and that “bribery, fraud, extortion, collusion, conflict of interest, and money laundering, and other corrupt practices have no role in the way the Bank conducts its affairs.”
Participation in corrupt practices and the acceptance or solicitation of favors, gifts, or bribes from customers, vendors or business partners, constitute direct violations of the Bank’s Code of Conduct.
As a way of strengthening the Bank’s system of integrity, all employees are encouraged to report irregular transactions. Towards this end, the Bank instituted a Whistle blowing policy where acts of fraud, malpractice, conflict of interest or violation of internal/regulatory policies, procedures and control may be reported to the Chief Audit Officer.
The Whistle blowing policy applies in cases when an employee deems it more prudent to report violations or offenses to another authorized unit/person within the Bank, when the matter which is brought to the attention of the immediate superior is not acted upon in accordance with the standard reporting procedures, or is concealed, or the immediate superior is himself involved in the infraction, or the reporting employee fears reprisal.
Under the policy, the Bank shall maintain the identity of the reporting employee as confidential and retaliation against any reporting employee shall not be allowed. Consistent with the principles of good governance, the Chief Audit Officer reports to the Board’s Audit Committee.
Conflict of Interest Policy
All employees are obligated to promote and safeguard the business interests of Metrobank. No employee should directly or indirectly engage in any conduct or activity that may directly or indirectly be construed as inconsistent or incompatible with Metrobank’s business interests. Conflict of interest arises when an employee is engaged in a personal activity that directly or indirectly competes with the Bank’s business, or promotes, aids or furthers the business of a direct or indirect competitor of the Bank. It also arises when the employee’s act or omission disrupts, impairs, undermines or impedes the Bank’s business or business potential. Conflict of interest may also exist where a favor of any form is accepted by an employee that compromises one’s ability to faithfully discharge his/her duties and obligations to the Bank.
Business gifts or any form of gratuity and entertainment are courtesies designed to build understanding and goodwill among parties in a business relationship. A problem arises when a business gift compromises – whether potentially or actually – the recipient’s ability to make objective and fair business decisions, or when they are contrary to applicable laws. Metrobank prohibits the direct or indirect offering or receiving by an employee of any gift, gratuity, favor, benefit, accommodation, other payment or entertainment by an employee from any person, be they clients, vendors, suppliers, business partners or subordinates, etc. that might affect the employees’ ability to discharge his/her duties to the Bank.
The employee is expected to effectively manage his/her personal affairs and avoid any situation or business endeavors arising from associations, interests or relationships that may lead to conflict or potential conflict between his/her personal interests and that of the Bank.
Engaging in lending, trading or other similar business activity, borrowing and lending of money between/among employees and clients, engaging in another employment without management approval and solicitation of personal business for personal gain from clients or the Bank’s business partners are among the examples of non-acceptable behavior under this standard of conduct.
Policy on Insider Trading
To ensure that the shareholders are afforded protection and that individuals do not benefit from knowledge which is not generally available to the market, Metrobank has instituted its own Insider Trading Policy. The policy covers the standard of conduct applicable to all directors and employees within the Metrobank Group including their immediate family members residing with them in the same household and corporations, other entities and funds subject to their influence or control to the extent that they are considered insiders having access to material nonpublic information about the securities of companies within the Metrobank Group (“Metrobank Group Securities”) as well as the securities of any of their corporate clients and business partners (“Partner’s Securities”).
Following the Securities Regulation Code, it is a crime for a director or employee of a company within the Metrobank Group to do any of the following, directly or indirectly, while in possession of Material Nonpublic Information: (a) to trade Metrobank Group Securities or a Partner’s Securities; and (b) to communicate Material Nonpublic Information about Metrobank Group Securities or any Partner’s Securities to any person whom the director or employee has reason to believe will trade on those securities. Further, information is considered Material Nonpublic if it has not been generally disclosed to the public and, if disclosed, would likely affect the price of the securities whether positively or negatively.
The policy requires that the disclosure of Material Nonpublic Information about any of the companies within the Metrobank Group or any Partner shall be made on a reasonable need-to-know basis and in furtherance of a legitimate business purpose. It further requires the reporting insiders to confirm their respective beneficial ownership of listed shares of stock in their respective companies, if any, and report any changes thereto on the next trading day from the date of the change pursuant to the requirements of the Securities and Exchange Commission and the Philippine Stock Exchange.
Related Party Policy
To ensure that the highest ethical standards consistent with the Principles for Enhancing Corporate Governance are observed, the Bank’s Board of Directors and the Board’s Related Party Transactions (RPT) Committee reviews the propriety of transactions with related parties and ensures that these are conducted at arm’s-length terms.
After the appropriate review of related party transactions, the RPT which is composed of 3 members, all of whom are independent directors, discloses all information and endorses the proposed related party transactions with recommendations, to the Board for approval.
Policy on Health, Safety and Welfare of employees, including Company sponsored trainings
Metrobank actively promotes a safe and healthy work environment that is conducive to the well-being and professional development of its employees.
We institute programs to ensure the safety of its people. We conduct regular branch visitations to prevent occupational hazards in the workplace. We prepare employees for situations that may endanger their lives, including conducting annual fire and earthquake drills, installing smoke and fire alarms at all offices and branches, and establishing and testing evacuation plans for fire, earthquake and other fortuitous events. Lectures on bank security are part of the new hires orientation to equip our personnel on what to do for suspicious events and emergency situations especially in the branches. Call trees are created, updated and tested to be used in emergency events. Fire exits and escape signs are well-established and well-lit, and fire extinguishers are placed in each floor of our offices, and in every branch. In this respect, the Bank fully complies with requirements of the Bureau of Fire Protection (BFP) and the Bangko Sentral ng Pilipinas (BSP). We are also compliant to the latter’s requirements in developing and continually updating and testing a business continuity plan, such that business operations can still continue safely even after an actual disaster.
We create health programs that ensure the physical well-being of our employees. Metrobank actively promotes a healthy lifestyle through its Go 4 Health Program, a banner wellness program that starts with a wellness check of employees in our headquarters, the results of which were the basis of choosing relevant health interventions for our workforce, such as Zumba classes and partnerships with gyms and other health institutions where our employees can enroll with a substantial discount. We disseminate bulletins on eating right, exercise, and the importance of preventing diseases. We also partner with our canteen’s commissary to ensure that food items offered by our concessionaires are healthy and safe for consumption. To encourage camaraderie among our employees, we hold regular sports tournaments, and support special interest groups formed by employees that advocate healthy hobbies, such as yoga, basketball, and running. To promote holistic development, we provide avenues for active community involvement and participation in nation-building activities through our corporate social responsibility unit, the Purple Hearts Club, which offers volunteerism activities for community health, education and environment causes every week.
Metrobank has in place a Family Welfare Program that advocates the health and welfare of our workforce and their families. We provide comprehensive health insurance not only to our employees, but to their qualified dependents as well. We conduct free physical examinations in partnership with our medical affiliate, the Manila Doctors Hospital, and accredited hospitals of our health maintenance organization partners. We also engage a physician and a registered nurse who give free medical advice and basic medical treatment in an adequate clinic in our headquarters. We provide each branch and field office with first aid kits which are well-stocked with potent medicines and sufficient medical supplies.
We comply with government regulations that support the prevention and control of infectious diseases, such as tuberculosis (Dept. Order 73-05 or the Guidelines for the Implementation of Policy and Program on TB Prevention and Control in the Workplace) and HIV (RA 8504 or the Philippine AIDS Prevention and Control Act of 1998) by providing medical support for treatment of those afflicted by them. Also, pursuant to RA 9710 or the Magna Carta of Women, female employees who have undergone surgery caused by gynaecological disorders are entitled to paid leaves in accordance with the law to allow them to fully recover (“Special Leaves for Women”).
We are also committed to promote a workplace that is free from drug abuse, and conduct periodic random drug testing among our employees nationwide, compliant with the provisions of RA 9165 (Comprehensive Dangerous Drugs Act of 2002).
We advocate a work-life balance that allows for the professional and personal growth of our people, and to keep them motivated and energized. The Bank also gives adequate paid time off to allow them to attend to personal and family matters.
We strive to protect our employees against harassment of any kind. We strongly enforce corporate discipline among our employees, and make our Code of Conduct known to all of our employees from Day One. We have established and implemented a valid and subsisting Anti-Sexual Harassment Policy compliant with the Anti-Sexual Harassment Act (RA 7877).
Any form of harassment, discrimination, abuse, threat and coercion is not tolerated. We have installed an administrative process that deals with such occurrences swiftly, justly and decisively.
We also comply with RA 9262 (Anti-Violence against Women and their Children “VAWC”) by providing support to any female employee who may be a victim of violence that falls under this act, and granting them additional leave benefits to attend to related medical and legal concerns.
We strive to empower Metrobankers with the right skills, knowledge, work ethics, and expertise that are relevant to the stakeholders. We are fully committed to ensuring that all employees perform their work consistently to high standards and achieve their full potential. We recognize that training and development is fundamental to the improvement of the bank’s operational performance and the achievement of the bank’s strategy and goals.
The Metrobank Academy was established to provide all officers with a wide range of suitable programs to assist in their continuing professional development, so that the organization will have the right quality of people for the business to grow and achieve its goals. In the Metrobank Academy, we enforce a Training Certification policy which assigns a structured training plan customized for each position in the Bank, to equip incumbent employees with the specific job-related technical skills required of them at work. Training and assessment modules are developed together with in-house and externally-sourced subject matter experts to ensure that all materials are correct, suitable and updated. This Training Certification policy also addresses employees’ behavioral development, as values-based programs are included in the training plans to instill in them the proper mindset and desired leadership and management competencies.
Information Technology (IT) Governance Framework
Metrobank’s IT governance framework defines the roles and responsibilities of individuals and groups involved with IT governance to ensure effective input and decision-making pertaining to IT strategy and performance, policies, standards, guidelines, processes, and procedures. It has been implemented in compliance with the rules and regulations on IT risk management of the Bangko Sentral ng Pilipinas and the Control Objectives for Information and Related Technology (COBIT) standards.
On behalf of the Board, a Board-level IT Steering Committee provides governance and oversight in the management of the Bank’s IT resources. Its principal function is to ensure that IT strategies are consistent with the overall business objectives. Also with the assistance of the IT Governance Committee, a management-level committee, it reviews and approves the IT Strategic and Security Plans of the Bank. It also supervises the IT Risk Management Program of the Bank and the development of policies, controls and specific accountabilities. It provides regularly adequate information to the Board regarding the overall IT performance, status of major projects and other significant issues related to IT risks.
Information Security (IS) Governance
The IS Governance defines the roles critical to the successful attainment of information security strategies and objectives, properly risk managed environment and efficient resource utilization. The Bank’s Information Security Division is responsible for overseeing all information security activities of the Bank, and for establishing policies, standards, and guidelines in safeguarding its information assets to ensure protection against loss or misuse of information. It is responsible for information security governance activities in the Bank, which includes, but may not be limited to the following: IS awareness trainings, policy and standard recommendation, formulation, or revision to address control gaps, information-based risk management, system vulnerability assessments, management of user access roles and information security incidents.
Business Continuity Program (BCP), Disaster Recovery Program (DRP) and Technology Risks Management
The Bank’s Risk Management Group (RMG) oversees the systematic management of risks with the goal of achieving sustained benefits within each activity. It provides tools, assistance and guidance in identifying, assessing, monitoring and controlling risks to maximize sustainable value to all activities, increase probability of success and reduce the possibility of failure and uncertainty in achieving overall objectives.
Under the RMG, the Operational Risk Division oversees the management of operation risks resulting from inadequate or failed internal processes, people and systems as well as external events, including those resulting from inadequate or failed information technology. It oversees the strategic and critical operational risk management programs of the Bank, such as the BCP and the DRP. It also conducts independent evaluation and assessment of business initiatives, new products and services, projects and activities relative to IT systems, infrastructure and assets as well as information security.