Our core values of honesty, integrity and respect for people underpin our work with our customers, employees, suppliers, and other stakeholders. We strive to live our core values, our responsibilities, and the principles and behaviors by which we do business contained in our Code of Conduct.
Code of Conduct and Ethics for Bank Directors
We have an unwavering commitment to conduct our business in the highest ethical standard of fairness, accountability and transparency, taking into account the interest of all stakeholders. These values are the guiding principles of good corporate governance adopted by the Bank in its Code of Conduct and Ethics for Directors.
The Code articulates the standards of conduct for ensuring the proper discharge of duties and responsibilities befitting their position. It is incorporated in the Bank’s Corporate Governance Manual and should be read in conjunction with our Articles of Incorporation, By-laws and applicable internal policies and procedures. The Code can be accessed by both internal and external stakeholders from our intranet and website through the Corporate Governance page.
Code of Business Conduct for Employees
The Code of Conduct for Employees emphasizes the performance of duties and responsibilities, avoidance of conflict of interest between the Bank’s business and personal activities, preservation of confidential information, and the prohibition of accepting any form of gift or gratuity from any person which may influence the employees’ judgment or action in performing their responsibilities.
The Human Resources Management Group (HRMG) has disseminated the Bank’s Code of Conduct to all employees, including the new hires. HRMG also regularly circulates advisories to remind employees of the values the Bank wishes to foster. Both internal and external stakeholders can access our Code of Conduct for Employees posted on our intranet and website through the Corporate Governance page.
Breaches or cases against the Code include both operational and behavioral cases. Such cases are monitored through strict reporting measures made by the Internal Audit Group (IAG) and business units (BUs) and by the efficient database management of all administrative cases by HRMG-Employee and Industrial Relations Division. Effectively, there was no substantiated cases of breaches against the Code of Conduct in 2021.
In addition, we ran an e-Learning course on the Code of Conduct for all employee levels, including senior management. In 2021, 11,481 employees, equivalent to 85% of our total employee headcount, completed the e-learning and provided their digital acknowledgment on the Bank’s Code of Conduct.
Bribery and Anti-corruption
Our Anti-Bribery and Corruption policy is contained in our Code of Conduct. The standard of conduct on the avoidance of conflict of interest states that Metrobank directors, officers and employees “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.”
To ensure that our employees behave in accordance with these principles, we strictly implement an Anti-Bribery and Anti-Corruption policy, which outlines the principles for conducting business in accordance with the highest possible standards of ethics, honesty, accountability and good governance.
We monitor compliance internally and detect incidents of corruption though strict reporting measures the efficient database management of all administrative cases.
Conflicts of Interest
The members of the Board conduct fair business transactions with the Bank and ensure that personal interest does not result in biased decisions. All directors are expected to always act ethically, notify promptly of any material facts or potential conflict of interest, and take appropriate corrective action. Employees are expected to effectively manage their personal affairs and avoid any situation or business endeavors arising from associations, interest or relationships that may lead to conflict or potential conflict between their personal interest and of the Bank.
It is also part of the Bank’s corporate governance framework that all related parties are properly identified, and related party transactions are vetted and approved either by the Related Party Transactions Management Committee (RPTMC), a management-level committee composed of senior officers; or the Related Party Transactions Committee (RPTC), a Board-level committee composed of independent directors, depending on the materiality threshold set by the Bank.
The material related party transactions that reach 10% or higher of the Bank’s total consolidated assets are required to be evaluated by an appointed external independent party to ensure the fairness of the terms.
Related party transactions are discussed in the Audited Financial Statements, particularly under Notes to the Financial Statements No. 32 on Related Party Transactions.
Insider Trading
As a publicly listed company, Metrobank is regulated by measures and policies under the SEC. It dutifully complies with its Insider Trading Policy to uphold applicable laws and ensure the protection of its shareholders from individuals who may take advantage of information not readily available in the market. The policy calls for the disclosure of material, non-public information about any of the companies within the Metrobank Group or any partner on a need-to-know basis, based on a legitimate business agenda.
The Insider Trading Policy is incorporated in the Bank’s CGM and publicly disclosed on the Bank’s website.
Anti-Crime
Our Anti-Money Laundering (AML) compliance program is designed to identify and mitigate business and regulatory risks based on established risk management practices. It conforms with applicable rules and regulations on the prevention of money laundering, terrorist financing, and proliferation financing.
Our sound risk management practices are well established to ensure adequate and active board and senior management oversight, acceptable policies and procedures embodied in a money laundering and terrorist financing prevention compliance program, appropriate monitoring, and management information systems, as well as comprehensive internal controls and audits.
Our robust and sound risk management practices, strong commitment to good corporate governance practices, and adherence to the principles of safe and sound banking practices means regulatory, money laundering, terrorist financing and proliferation financing risks are effectively managed.
The Bank’s AML/CFT training program comprises various focuses based on the personnel’s function and position and covers compliance oversight, risk management, customer identification process, record keeping requirements and covered and suspicious transactions reporting, preventive measures, compliance with freeze, bank inquiry and asset preservation orders, and all directives of the Anti-Money Laundering Council (AMLC), cooperation with AMLC and BSP, international standards and best practices.
We conducted the 2021 annual AML/CFT e-learning course for all level of employees including senior management last October 29, 2021 to December 31, 2021. A total of 13,038 employees, equivalent to 96% of our total employee headcount, completed the Bank’s e-learning on the Anti-Money Laundering Act.
Stockholders’ Rights and Protection of Minority Stockholders’ Interest
We treat all our shareholders fairly and equitably. We also recognize, protect, and facilitate the exercise of their rights. The Board respects the rights of the stockholders as provided for in the Revised Corporation Code. It promotes transparency and fairness in conducting annual and special stockholders’ meeting. All material information about the Bank is disclosed in a timely manner to the SEC and PSE.
Every stockholder entitled to vote on a particular question or matter involved shall be entitled to one vote for each share of stock in his or her name. Minority stockholders have right to vote on all matters that require their consent or approval, including, but not limited to, the approval of shareholders on sale of corporate assets.
Majority vote is required for the following: (a) approval of the minutes of the annual meeting of the stockholders; (b) ratification of corporate acts; (c) election of external auditors. On the election of directors, nominees receiving the highest number of votes shall be declared elected following the provisions of the Revised Corporation Code.
External Auditor
The Audit Committee is primarily responsible for the appointment/selection, re-appointment and dismissal of the independent external auditor based on fair and transparent criteria. Sycip Gorres Velayo & Co. (SGV) has been the external auditors of the registrant since 1962.
Whistleblowing
Whistleblowing is vitally important in protecting, not only the Bank, but also our stakeholders, in any acts of fraud, malpractice, conflict of interest or violation of internal/regulatory policies, procedures and control.
Our Whistleblowing Policy encourages our employees and other stakeholders to participate in an atmosphere of openness and trust in communicating their concerns about illegal or unethical practices, without the fear of retaliation. The Chief Audit Executive/Head of the Internal Audit Group is the designated recipient of complaints from reporting employees and other stakeholders. For exceptional cases, complaints may be filed directly to the Chairman of the Board.
Our employees have continuously shown proactive stance in keeping the Bank’s integrity. For 2021, we received reports on varying issues, from health and safety protocol issues, to alleged violations on Code of Conduct, among others. All other reports have been handled by the concerned business units and thoroughly reviewed and investigated, including four reports that were not substantiated.
The Whistleblowing Policy is incorporated in the Bank’s CGM and publicly disclosed on the Bank’s website.
Compliance
We have a dynamic and responsive Compliance Risk Management System (CRMS) designed to specifically identify and mitigate risks that may erode the franchise value of the Bank such as risks of legal or regulatory sanctions, material financial loss, or loss to reputation that the Bank may suffer 20.80as a result of its failure to comply with laws, rules, related self-regulatory organization standards, and codes of conduct applicable to its activities.
Our Compliance Division implements an enterprise-wide Compliance Policy Manual developed to formalize and document the Bank’s CRMS, and forms an integral part of its risk governance framework. It provides reasonable assurance that the Bank and its directors, officers and employees comply with all banking and corporate laws, regulations, rules, and standards.
The Compliance Division is responsible for regulatory issuances, the interpretation of rules and regulations, and provides oversight and guidance for a stronger compliance culture. It works closely with business and support units to identify, assess, monitor, and manage possible regulatory compliance risks which may impact the Bank’s operations and franchise value.
The Compliance Officer (CO) who heads the Compliance Division is the lead operating officer on compliance. He oversees the identification and management of the Bank’s compliance risk and supervises the compliance function staff. The CO reports to the Board of Directors through the Corporate Governance and Compensation Committee.
