QCDB

Queenbank Corporate Governance

      The Chairman of the Board provides leadership by ensuring effective function of the Board, including maintaining a relationship of trust with board members. The Chairman ensures that the board takes an informed judgement through a sound decision making process, encourage and promote critical discussions, ensure dissenting views are expressed and fully considered. The Chairman makes certain that the agenda of the meeting focuses on strategic matters, including the overall risk appetite of the Bank, the development in the business and regulatory environments, key governance concerns, and contentious issues that significantly affect operations.

      The Bank's Board of Directors is primarily responsible for approving and overseeing the implementation of the bank's strategic objectives, risk strategy, corporate governance and corporate values. Further, the Board of Directors is also responsible for monitoring the performance of senior management as the latter manages the day to day affairs of the Bank leading towards the attainment of its goals for the interest of the institution, its shareholders and other stakeholders. It is composed of 9 directors including three independent directors.

      The Board is in charge for the selection of new directors. It evaluates the skills, knowledge and experience of the potential candidates. For the reelection of incumbent directors, his or her overall contributions to the board, the results of the self-assessments and attendance record in meetings are being considered.

      The Board is also in charge for the appointment/selection of competent key members of senior management led by the President including the heads of control functions such as Chief Compliance Officer. Chief Risk Officer and Internal Audit Head. Fit and proper standards such as his/her integrity, education, training, and possession of competencies relevant to the function such as knowledge and banking experience, skills and diligence are applied in the selection of key officers.

      The Chief Compliance Officer should have the necessary qualifications as mentioned in the applicable provisions of the Manual of Regulations for Banks, considering his or her experience, and professional background and should have a sound understanding of relevant laws and regulations and their potential impact on the bank's operations. He or she should be up-to-date with the developments in laws, rules and standards maintained through continuous training.

      Internal Audit Head must have an unassailable integrity, relevant education/experience/training, and has an understanding of the risk exposures of the bank, as well as competence to audit all areas of its operations. He must also be a graduate of any accounting, business, finance or economics course with technical proficiency on the conduct of internal audit and must have at least two (2) years' experience in the regular audit.

      The Board holds its regular monthly meetings and special meetings, if necessary, to discuss and deliberate the Bank's actions.



AUDIT COMMITTEE

      The Audit Committee is composed of three directors, two of whom are independent directors. Each member has adequate understanding at least or competence at most of the Bank's financial management systems and environment. The committee is responsible for the review of the reports of internal and external auditors, assess the Bank's internal controls and processes and oversee the proper implementation. It likewise ensures proper and timely response to all issues identified in audit processes.

Chairman: Romulo Bas
Members: Ma. Aurora G. Garcia
                 Manuel J. Miraflores
Secretary: Rodolfo B. Pollentes



RISK OVERSIGHT COMMITTEE

      The Risk Oversight Committee ensures that the corporation is taking appropriate measures to properly balance risks and rewards in the areas of credit, operations and technology. It also periodically reviews and approves the corporation risk management framework, including the development of effective policies, processes and procedures as well as information on the compliance in both internal and external regulations and internal policies.


Chairman: Ma. Aurora G. Garcia
Members: Romulo Bas
                 Manuel J. Miraflores
Secretary: Rodolfo B. Pollentes



RELATED PARTY TRANSACTIONS COMMITTEE

      The Related Party Transactions Committee has primary responsibility of evaluating on an ongoing basis existing relations between and among businesses and counterparties to ensure that all related parties are continuously identified, RPTs are monitored, and subsequent changes in relationships with counterparties from non-related to related and vice versa) are captured.

Chairman: Ma. Aurora G. Garcia
Members: Romulo Bas
                 Manuel J. Miraflores
Secretary: Rodolfo B. Pollentes



ASSETS AND LIABILITY COMMITTEE (ALCO)

      The Assets and Liability Committee (ALCO) identifies. monitors and manages the bank's exposure to the following risk areas, namely, Liquidity Risk, Interest Rate Risk, Market Risk, Foreign Exchange Risk, Market Risk, Regulatory, and Credit Risk. It also develops strategies, oversees, and formulates risk tolerances in the risk management process. It is comprised of four members of the Board, three of whom are Executive Officers, Department Heads representing the Portfolio Administration Unit, Treasury, Central Accounting Group and the Chief Compliance Officer. This committee meets every month regularly.