Summary of Amendment of By-Laws:

1. Article III, Section 1 – Directors, insertion of new subsections as: Section 1.A. Chairman
Emeritus, Section 1.B. Chairman of the Board, and Section 1.C. Vice Chairmen of the Board;
to update the provisions on the duties and responsibilities of the Chairman of the Board

2. Article IV, Section 1 – The Executive Committee, changing the composition of the
committee to “at least five (5) members of the Board of Directors” to align with the
committee’s charter document;

3. Article V, Section 1 – The Audit Committee, to update the composition and functions of
board-level committees as prescribed by the Manual of Regulations for Banks;

4. Article VI, Section 1 – The Risk Oversight Committee, to update the composition and
functions of board-level committees as prescribed by the Manual of Regulations for Banks;

5. Article VII, Section 1 – The Corporate Governance Committee, to update the

composition and functions of board-level committees as prescribed by the Manual of
Regulations for Banks;

6. Article VIII, Section 1 – The Related Party Transactions Committee, to update the
composition and functions of board-level committees as prescribed by the Manual of
Regulations for Banks;

7. Article X, Section 1 – General Provisions, removing the positions of Chairman Emeritus,

Chairman of the Board, and Vice Chairmen of the Board as officers of the bank; renumbering
of affected provisions;

8. Article X, Section 10 – Vacancies and Delegation of Officers, deletion of Chairman

Emeritus, Chairman of the Board, and Vice Chairman of the Board from the list of officers;
and

9. Renumbering of the Articles and Sections affected by the amendments in general.

Detailed Amendments:

PHILIPPINE BANK OF COMMUNICATIONS – BY LAWS

Current Provision Proposed Revision Remarks
1 ARTICLE V ARTICLE III Revision is
proposed to
OFFICERS AND AGENTS OF THE
THE BOARD OF DIRECTORS align with
BANK Section 132 of
the Manual of
1.A. CHAIRMAN EMERITUS – The Regulations for
2. CHAIRMAN EMERITUS – The
Chairman Emeritus of the Board shall Banks
Chairman Emeritus of the Board shall
be selected by the Board of Directors
be selected by the Board of Directors
from among the past chairmen of the
from among the past chairmen of the
Bank. He shall hold office until
 Bank. He shall hold office until he is relieved by the vote of at least two
he is relieved by the vote of at least two thirds (2/3) of the total membership
thirds (2/3) of the total membership of the Board of Directors. The
of the Board of Directors. The Chairman Emeritus of the Board shall
Chairman Emeritus of the Board shall act only in an advisory capacity. He is
act only in an advisory capacity. the ceremonial head of the Bank. He
He is the ceremonial head of the Bank. may, upon invitation of the Chairman of
He may, upon invitation of the the Board, attend meetings of the
Chairman of the Board, attend Board of Directors. (As amended on
meetings of the Board of Directors. (As June 15, 2021)
amended on May 4, 1982)
1.B. CHAIRMAN OF THE BOARD –
3. CHAIRMAN OF THE BOARD – The The Chairman of the Board shall be
Chairman of the Board shall be elected elected by the Board of Directors from
by the Board of Directors from their their own number. He shall preside at
own number. He shall preside at all all meetings of the stockholders and
meetings of the stockholders and the the Board of Directors. He shall be the
Board of Directors. He shall be the Chairman of the Executive Committee.
Chairman of the Executive Committee. He shall have the power and authority
He shall have the power and authority of supervision and control over the
of supervision and control over the affairs of the Bank, and over all other
affairs of the Bank, and over all other officers and staff. He shall have such
officers and staff. He shall have such other powers and duties as may be
other powers and duties as may be prescribed by the Board of Directors.
prescribed by the Board of Directors. The Chairman of the Board shall be a
non-executive director or an
independent director, and must not
have served as CEO of the Bank within
the past three (3) years. (As Amended
on June 15, 2021)

4. VICE CHAIRMEN OF THE BOARD 1.C. VICE CHAIRMEN OF THE

– The Vice Chairman of the Board shall BOARD – The Vice Chairman of the
likewise be elected by the Board of Board shall likewise be elected by the
Directors from their own number. He Board of Directors from their own
shall have and perform the powers and number. He shall have and perform
duties of the Directors of the Board the powers and duties of the Directors
during the latter’s absence or of the Board during the latter’s absence
desirability for any cause. The Board or desirability for any cause. The
of Directors or the Chairman of the Board of Directors or the Chairman of
Board may delegate to the Vice- the Board may delegate to the Vice-
Chairman such other duties and Chairman such other duties and
powers as he may deem fit. powers as he may deem fit. (As
amended on June 15, 2021)

2 ARTICLE IV ARTICLE IV Revision is to

align with the
THE EXECUTIVE COMMITTEE THE EXECUTIVE COMMITTEE latest EXECOM
Charter.
10. COMPOSITION AND 1. COMPOSITION AND
FUNCTIONS – There shall be FUNCTIONS- There shall be an
an Executive Committee Executive Committee composed of at
composed of not more than least five (5) members of the Board of
seven (7) members of the Directors as may be elected by the
Board of Directors as may be Board. In case of lack of quorum, the
 elected by the Board. In case Chairman may designate any officer or
of lack of quorum, the member of the Board to fill the vacancy
Chairman may designate any temporarily. The Secretary of the
officer or member of the Board Board of Directors shall act as
to fill the vacancy temporarily. Secretary of the Executive Committee.
The Secretary of the Board of Said Committee shall have the power
Directors shall act as to exercise functions and prerogatives
Secretary of the Executive of the Board of Directors during
Committee. Said Committee intervals between meetings of said
shall have the power to Board except as to such matters as the
exercise functions and Board may have specifically reserved
prerogatives of the Board of for itself by appropriate resolution. The
Directors during intervals Committee shall adopt its own rules
between meetings of said and procedures. Minutes of all
Board except as to such meetings of the Executive Committee
matters as the Board may shall be kept and carefully preserved
have specifically reserved for as a record of the business
itself by appropriate resolution. transacted at such meeting and shall
The Committee shall adopt its be submitted, together with a report of
owns rules and procedures. all matters acted upon by this
Minutes of all meetings of the Committee, at the regular meetings of
Executive Committee shall be the Board of Directors.
kept and carefully preserved
as a record of the business A quorum at any meeting of the
transacted at such meeting Executive Committee shall consist of a
and shall be submitted, majority of all members thereof, and a
together with a report of all majority of such quorum shall decide
matters acted upon by this any question that may come before the
Committee, at the regular meeting. (As amended on June 15,
meetings of the Board of 2021)
Directors.

A quorum at any meeting of the

Executive Committee shall consist of a
majority of all members thereof, and a
majority of such quorum shall decide
any question that may come before the
meeting. (As amended on June 18,
1996)

3 No Provision ARTICLE V Revision is

proposed to
THE AUDIT COMMITTEE align with
Section 133 of
1. COMPOSITION AND FUNCTIONS the Manual of
– There shall be an Audit Committee Regulations for
composed of at least three (3) Banks
members of the Board of Directors, as
may be elected by the Board, who shall
all be non-executive directors, majority
of whom shall be independent
directors, including the chairperson.
The chairperson of the Audit
Committee shall not be the chairperson
 of the Board of Directors or any of the
board-level-committees.

The Audit Committee shall (a) oversee

the financial reporting framework; (b)
monitor and evaluate the adequacy
and effectiveness of the internal control
system; (c) oversee the internal audit
function; (d) oversee the external audit
function; (e) oversee the
implementation of corrective actions;
(f) investigate significant
issues/concerns raised; and (g)
establish whistleblowing mechanism.
(As amended on June 15, 2021)

4 No Provision ARTICLE VI Revision is

proposed to
THE RISK OVERSIGHT COMMITTEE align with
Section 133 of
1. COMPOSITION AND FUNCTIONS the Manual of
– There shall be a Risk Oversight Regulations for
Committee composed of at least three Banks
(3) members of the Board of Directors
as may be elected by the Board,
majority of whom shall be independent
directors, including the chairperson.
The chairperson of the Risk Oversight
Committee shall not be the chairperson
of the Board of Directors or any of the
board-level-committees.

The Risk Oversight Committee shall

advise the Board of Directors on the
Bank’s overall current and future risk
appetite, oversee senior
management’s adherence to the risk
appetite statement, and report on the
state of the risk culture of the Bank.
The Risk Oversight Committee shall
(a) oversee the risk management
framework; (b) oversee adherence to
risk appetite; and (c) oversee the risk
management function. (As amended
on June 15, 2021)

5 No Provision ARTICLE VII Revision is

proposed to
THE CORPORATE GOVERNANCE align with
COMMITTEE Section 133 of
the Manual of
1. COMPOSITION AND FUNCTIONS Regulations for
– There shall be a Corporate Banks
Governance Committee composed of
at least three (3) members of the Board
of Directors as may be elected by the
 Board, who shall all be non-executive
directors, majority of whom shall be
independent directors, including the
chairperson.

The Corporate Governance Committee

shall assist the Board of Directors in
fulfilling its corporate governance
responsibilities. The Corporate
Governance Committee shall oversee
(a) the nomination process for
members of the Board of Directors and
for positions appointed by the Board of
Directors; (b) the continuing education
program for the Board of Directors; (c)
the performance evaluation process;
(d) the design and operation of the
remuneration and other incentives
policy; and (e) the Bank’s compliance
function and the performance of the
Chief Compliance Officer including the
Compliance Management Group.
(As amended on June 15, 2021)

6 No Provision ARTICLE VIII Revision is

proposed to
THE RELATED PARTY align with
Section 133 of
TRANSACTIONS COMMITTEE
the Manual of
Regulations for
1. COMPOSITION AND FUNCTIONS Banks
– There shall be a Related Party
Transactions Committee composed of
at least three (3) members of the Board
of Directors and two (2) of whom shall
be independent directors, including the
chairperson, as may be elected by the
Board. The committee shall at all times
be entirely composed of independent
directors and non-executive directors,
with independent directors comprising
of majority of the members. The
compliance officer is the committee
secretariat.

The Related Party Transactions

Committee shall (a) evaluate on an
ongoing basis existing relations
between and among businesses and
counterparties to ensure that all related
parties are continuously identified,
monitored, and subsequent changes
are captured; (b) evaluate all material
RPTs to ensure that these are not
undertaken on more favorable
 economic terms to such related parties
than similar transactions with non-
related parties under similar
circumstances, that no corporate or
business resources of the Bank are
misappropriated or misapplied, and
continuous determination on the
relevant potential reputational risk; (c)
ensure that appropriate disclosure is
made and/or information is provided to
regulating and supervising authorities
relating to the Bank’s RPT exposures
and policies on conflict of interest; (d)
report to the Board of Directors on a
regular basis the status of exposures to
each related party; (e) ensure
transactions with related party are
subject to periodic review; and (f)
oversee the implementation of the
system for identifying, monitoring,
measuring, controlling, and reporting
RPTs, including periodic review of RPT
policies and procedures. (As amended
on June 15, 2021)

7 ARTICLE V ARTICLE X

OFFICERS AND AGENTS OF THE OFFICERS AND AGENTS OF THE

BANK BANK

1. GENERAL PROVISIONS – The 1. GENERAL PROVISIONS – The

officers of the Bank shall consist of a officers of the Bank shall consist of a
Chairman Emeritus, Chairman of the Chairman Emeritus, Chairman of the
Board, one or more Vice Chairmen, a Board, one or more Vice Chairmen, a
President, one or more Executive Vice President, one or more Executive Vice
Presidents, one or more Vice Presidents, one or more Vice
Presidents, one or more Assistant Vice Presidents, one or more Assistant Vice
Presidents, a Comptroller, a Treasurer, Presidents, a Comptroller, a Treasurer,
an Assistant Treasurer, a Secretary, an an Assistant Treasurer, a Secretary, an
Assistant Secretary, and from time to Assistant Secretary, and from time to
time, appoint such other officers or time, appoint such other officers or
create other positions as the Board of create other positions as the Board of
Directors may determine to be Directors may determine to be
necessary or proper. The officers who necessary or proper. The officers who
have been elected by the Board from have been elected by the Board from
their own number shall hold office from their own number shall hold office from
the date of their election as officers the date of their election as officers
until the organizational meeting of the until the organizational meeting of the
Board of Directors following the next Board of Directors following the next
annual meeting of stockholders or until annual meeting of stockholders or until
their successors shall have qualified. their successors shall have qualified.
Other officers shall hold office at the Other officers shall hold office at the
pleasure of the Board. (As amended on pleasure of the Board. (As amended on
June 20, 1995) June 15, 2021)
 Two or more offices with compatible Two or more offices with compatible
functions may be vested in the same functions may be vested in the same
person whenever deemed convenient person whenever deemed convenient
or expedient by the Board of Directors. or expedient by the Board of Directors.
All officers, agents, employees, All officers, agents, employees,
appointed by the Board shall be appointed by the Board shall be
subject to removal at subject to removal at
any time by the Board. The Board may any time by the Board. The Board may
delegate to the President and/or the delegate to the President and/or the
Executive Vice President and/or other Executive Vice President and/or other
officers the authority to appoint and officers the authority to appoint and
dismiss agents, clerks or employees. dismiss agents, clerks or
employees.
8 ARTICLE V ARTICLE X

OFFICERS AND AGENTS OF THE OFFICERS AND AGENTS OF THE

BANK BANK

13. VACANCIES AND DELEGATION 10. VACANCIES AND DELEGATION

OF OFFICERS – If the office of the OF OFFICERS – If the office of the
Chairman, Vice Chairman, President, Chairman, Vice Chairman, President,
Executive Vice President, or Secretary Executive Vice President, or Secretary
becomes vacant by death, resignation, becomes vacant by death, resignation,
or otherwise, the vacancy shall be filled or otherwise, the vacancy shall be filled
by the majority vote of the remaining by the majority vote of the remaining
directors if still constituting a quorum. directors if still constituting a quorum.
The successor or successors so The successor or successors so
chosen shall hold office for the chosen shall hold office for the
unexpired term only. (As amended on unexpired term only.
May 24, 1982)
In case of the temporary absence of
In case of the temporary absence of any officer of the Bank or for any other
any officer of the Bank or for any other reason that the Board of Directors may
reason that the Board of Directors may deem sufficient, the Board of Directors
deem sufficient, the Board of Directors or the Chairman or the President may
or the Chairman or the President may delegate the powers and duties of such
delegate the powers and duties of such officer to any other officer for the time
officer to any other officer for the being. (As amended on June 15, 2021)
time being.
9 ARTICLE V ARTICLE X

OFFICERS AND AGENTS OF THE OFFICERS AND AGENTS OF THE

BANK BANK

5. PRESIDENT 2. PRESIDENT

6. EXECUTIVE VICE PRESIDENTS 3. EXECUTIVE VICE PRESIDENTS

7. COMPTROLLER 4. COMPTROLLER

8. TREASURER 5. TREASURER

9. SECRETARY 6. SECRETARY

9.A. THE INTERNAL AUDITOR 6.A. THE INTERNAL AUDITOR

10. INDEPENDENT EXTERNAL 7. INDEPENDENT EXTERNAL
AUDITOR (S) AUDITOR (S)

11. OTHER OFFICERS 8. OTHER OFFICERS

12. COMPENSATION 9. COMPENSATION

13. VACANCIES AND DELEGATION 10. VACANCIES AND DELEGATION

OF OFFICERS OF OFFICERS
ARTICLE VI ARTICLE XI

HONORARY TITLES HONORARY TITLES

ARTICLE VII ARTICLE XII

TRANSFER OF SHARES TRANSFER OF SHARES

ARTICLE VIII ARTICLE XIII

FISCAL YEAR, DIVIDENDS, FISCAL YEAR, DIVIDENDS,

RESERVES, AND ACCOUNTS RESERVES, AND ACCOUNTS
ARTICLE X ARTICLE XIV

STOCK OPTIONS, WARRANTS, STOCK OPTIONS, WARRANTS,

AND OTHER SIMILAR AND OTHER SIMILAR
INSTRUMENTS INSTRUMENTS

ARTICLE XI ARTICLE XV

SEAL SEAL
ARTICLE XII ARTICLE XVI

These By-Laws or any part thereof These By-Laws or any part thereof
may be amended, modified, altered, or may be amended, modified, altered, or
repealed, or new by-laws adopted by repealed, or new by-laws adopted by
majority vote of the subscribed capital majority vote of the subscribed capital
stock at a regular or special meeting stock at a regular or special meeting
duly called for the purpose. The duly called for the purpose. The
registered owners of two-thirds of the registered owners of two-thirds of the
subscribed capital stock may delegate subscribed capital stock may delegate
to the Board of Directors the power to to the Board of Directors the power to
amend or repeal any by-law or adopt amend or repeal any by-law or adopt
new by-laws, provided, however, that new by-laws, provided, however, that
any such power delegated to the Board any such power delegated to the Board
of Directors shall be considered of Directors shall be considered
revoked whenever a majority of the revoked whenever a majority of the
Stockholders of the Bank shall so vote Stockholders of the Bank shall so vote
at a regular or special meeting. at a regular or special meeting.
(Amended on August 4, 2000) (Amended on August 4, 2000)