R.S. Bernaldo & Associates

December 2018

October 2021

Section 131 of MORB: Definition of Terms.

 j. Officers xxx

k. Parent xxx

l. Quasi-banks xxx

m. Related interest xxx

n. Related parties xxx

o. Related party transactions xxx

p. Risk appetite statement xxx

q. Risk governance framework xxx

r. Risk limits xxx.

s. Stockholder xxx

t. Substantial stockholder xxx

u. Subsidiary xxx

agents and all other NBFIs without quasi-banking functions.

j. Non-executive directors xxx

k. Officers xxx

l. Parent xxx

m. Quasi-banks (QBs) shall refer to investment houses, finance companies, trust entities and all other NBFIs with quasi-banking functions.

n. Related company xxx

o. Related interest xxx

p. Related parties xxx

q. Related party transactions xxx

r. Risk appetite statement xxx

s. Risk governance framework xxx

t. Risk limits xxx.

u. Stockholder xxx

v. Substantial stockholder shall refer to a person, or group of persons whether natural or juridical, owning such number of shares that will allow such person or group to elect at least one (1) member of the board of directors of a BSFI or who is directly or indirectly the registered or beneficial owner of more than ten percent (10%) of aryl class of its equity security.

For cooperative banks (Coop Banks} substantial shareholders shall refer to primary cooperatives which have enough shares to elect a seat in the board, or those with at least ten percent (10%) ownership of the Coop Bank's equity.

w. Subsidiary xxx

Section 132 of MORB: Composition of the board of directors.

Section 132 of MORB: Qualifications of a director.

(1)    He must be fit and proper for the position of a director.   In determining whether a person is fit and proper for the position of a director, the following matters must be considered: integrity/probity, physical/mental fitness; relevant education/financial literacy/training; possession of competencies relevant to the job, such as knowledge and experience, skills, diligence and independence of mind; and sufficiency of time to fully carry out responsibilities.

xxx

 (2)    xxx. Provided, That the following persons are exempted from complying with the aforementioned requirement:

(a)    Filipino citizens with recognized stature, influence and reputation in the banking community and whose business practices stand as testimonies to good corporate governance; 

(b)    Distinguished Filipino and foreign nationals who served as senior officials in central banks and/or financial regulatory agencies, including former Monetary Board members; or

 (c)     Former Chief Justices and Associate Justices of the Philippine Supreme Court:

Provided, further, that this exemption shall not apply to the annual training requirements for the members of the board of directors.

b. Independent and non-executive directors

(1)    An independent director of a BSFI may only serve as such for a maximum cumulative term of nine (9) years. After which, the independent director shall be perpetually barred from serving as independent director in the same BSFI, but may continue to serve as regular director. The nine (9) year maximum cumulative term for independent directors shall be reckoned from 2012.

c. Members of the board of directors shall not be appointed as Corporate Secretary or Chief Compliance Officer.

xxx

(1)    He must be fit and proper for the position of a director. In determining whether a person is fit and proper for the position of a director, the following matters must be considered: integrity/probity, physical/mental fitness; relevant education financial literacy/training; possession of competencies relevant to the job, such as knowledge and experience, skills, diligence and independence of the mind; sufficiency of time to fully carry out responsibilities; and concurrent positions in the same BSFI and interlocking positions in other entities that may pose conflict of interest

Xxx

(2)    xxx. Provided, That the following persons are exempted from complying with the aforementioned requirement

(a)    Filipino citizens with recognized stature, influence and reputation in the banking community. Including directors of publicly listed companies in the Philippines and whose business practices stand as testimonies to good corporate governance. ln this respect the Bangko Sentral shall consider results of supervisory assessments in evaluating the eligibility of the candidate for exemption.

(b)    Distinguished Filipino and foreign nationals who served as senior officials in central banks and/or financial regulatory agencies. For this purpose, senior officials in the Bangko Sentral shall refer to those who assumed Managing Director position or higher; or

(c)     Former Chief Justices and Associate Justices of the Philippine Supreme Court

Provided, further that this exemption shall not apply to the annual training requirements for the members.

b. Independent and non-executive directors

(1)    An independent director of a BSFI may only serve as such for a maximum cumulative term of nine (9) years. Provided, that in the case of cooperative banks, the maximum cumulative term for independent directors shall be eight (8) years. After which the independent director shall be perpetually barred from serving as independent director in the same BSFI, but may continue to serve as regular director. The maximum cumulative term for independent directors shall be reckoned from 2012.

c. Members of the bud of directors shall not be appointed as Corporate Secretary or Chief Compliance Officer.

xxx

1. Roles of the Chairperson of the board ofdirectors.xxx
2. Qualifications of the chairperson of the board of directors. To promote checks and balances, the chairperson of the board of directors shall be a non‐executive director or an independent director, and must not have served as CEO of the BSFI within the past three (3) years. The positions of chairperson and CEO shall not be held by one (1) person. In exceptional cases where the position of chairperson of the board of directors and CEO is allowed to be  held by one (1) person as approved by the Monetary Board, a lead independent director shall be appointed.

1. Roles of the Chairperson of the board of directors.xxx
2. Qualifications of the chairperson of the board of directors. To promote checks and balance, as a general rule, the Chairperson of the board of directors shall be a nonexecutive director or an independent director.

The positions of chairperson and CEO shall not be held by one (1) person. ln exceptional cases where the position of chairperson of the board of directors and CEO is allowed to be held by one (1) person as approved by the Monetary Board, a lead independent director shall be appointed.

The Chairperson must not have served as CEO of the BSFI within the past three (3) years. In exceptional cases, former CEOs of BSFIs shall be allowed to immediately assume the position of chairperson of the board of directors, Provided, That:

(1)    This is consistent with the provisions of its succession plan and

(2)    There are no major supervisory concerns in the quality of the BSFI's governance, risk management systems, and internal controls and compliance system, and the BSFI is not subject to escalated enforcement action.

For this purpose xxx

1. Full board of directors’ meetings

The meetings of the board of directors may be conducted through modern technologies such as, but not limited to teleconferencing and video conferencing as long as the director who is taking part in said meetings can actively participate in the deliberations on matters taken up therein: Provided, That every member of the board of directors shall participate in at least fifty percent (50%) and shall physically attend at least twenty‐five percent (25%) of all meetings of  the board of directors every year: Provided,  further, that  the absence of a director in more  than  fifty  percent  (50%)  of  all  regular  and  special  meetings  of  the  board  of  directors  during  his/her incumbency is a ground for disqualification in the succeeding election.

1. Board-level committee meetings

xxx

1. Full board of directors’ meetings

The meetings of the board of directors may be conducted through modern technologies such as, but not limited to teleconferencing and video conferencing as long as the director who is taking part in said meetings can actively participate in the deliberations on matters taken up therein: Provided, That every member of the board of directors shall participate in at least fifty percent (50%) and shall physically attend at least twenty-five percent (25%) of all meetings of the board of directors every year. Provided, further, that the absence of a director in more than fifty percent (50%) of all regular and special meetings of the board of directors during his/her incumbency is a ground for disqualification in the succeeding election: Provided, furthermore, That the twenty-five percent (25%) physical attendance requirement is lifted during periods of national emergencies, public health emergencies and major disasters, among others, that affect mobility, activity, and access to BSFIs.

1. Board-level committee meetings

xxx

Section 134 of MORB & Section 134-Q of MORNBFI: Qualifications of an officer.

xxx

xxx

Section 137 of MORB & Section 136-Q of MORNBFI: Interlocking directorships and/or officerships.

Interlocking directorships and/or officerships.          In order to safeguard against the excessive concentration of economic power, unfair competitive advantage or conflict of interest situations to the detriment of others through the exercise by the same person or group of persons of undue influence over the policy‐making and/or management functions of similar FIs while at the same time allowing banks, QBs and non‐bank financial institutions (NBFIs) without quasi‐banking functions to benefit from organizational synergy or economies of scale and effective sharing of managerial  and technical expertise, the following regulations shall govern interlocking directorships and/or officerships within the financial system consisting of banks, QBs and NBFIs.

For purposes of this Section, QBs shall refer to investment houses, finance companies, trust  entities and all other NBFIs with quasi-banking functions  while  NBFIs  shall  refer  to  investment  houses, finance companies, trust  entities, insurance companies, securities dealers/brokers, credit card companies, non‐stock savings and loan associations (NSSLAs), holding companies, investment  companies,  government  NBFIs,  asset management  companies,  insurance agencies/brokers,  venture  capital  corporations,  FX dealers,  money  changers,  lending  investors, pawnshops,  fund managers, mutual building and loan associations, remittance agents and all other NBFIs without quasi‐banking functions.

1. Interlocking directorships

While concurrent directorship may be the least prejudicial of the various relationship cited in this Section to the interests of the FIs involved, certain measures are still necessary to safeguard against the disadvantages that could result from indiscriminate concurrent directorship.

(1)    Except as may be authorized by the Monetary Board or as otherwise provided hereunder, there shall be no concurrent directorships between banks or between a bank and a QB or an NBFI. 

(2)    Without the need for prior approval of the Monetary Board, concurrent directorships between entities not involving an investment house shall be allowed in the following cases:

(a)    Banks not belonging to the same category: Provided, that not more than one (1) bank shall have quasi‐banking functions;

(b)    A bank and an NBFI;

(c)     A bank without quasi‐banking functions and a QB; and

(d)    A bank and one (1) or more of its subsidiary bank/s, QB/s and NBFI/s.

For purposes of the foregoing, a husband and his wife shall be considered as one (1) person.

1. Interlocking directorships and officerships

In order to prevent any conflict of interest resulting from the exercise of directorship coupled with the reinforcing influence of an officer’s decision‐making and implementing powers, the following rules shall be observed:

(1)    Except as may be authorized by the Monetary Board or as otherwise provided hereunder, there shall be no concurrent directorship and officership between banks or between a bank and a QB or an NBFI; and

(2)    Without the need for prior approval of the Monetary Board, concurrent directorship and officership between a bank and one (1) or more of its subsidiary bank/s, QB/s and NBFI/s, other than investment house/s, shall be allowed.

1. Interlocking officerships

A concurrent officership in different FIs may present more serious problems of self‐dealing and conflict of interest. Multiple positions may result in poor governance or unfair competitive advantage. Considering the full‐time nature of officer positions, the difficulties of serving two offices at the same time, and the need for effective and efficient management, the following rules shall be observed:

As a general rule, there shall be no concurrent officerships between banks or, between a bank and a QB or a NBFI.

In the case of non‐governmental organizations (NGOs)/foundations that are engaged in retail microfinance operations, as defined under Item “e(8)” of  Sec.  341 (Definition of terms), BSFI officers are prohibited from holding officership position or other positions that may cause them to be involved in the daily microfinance operations of related NGOs/foundations.

However, subject to prior approval of the Monetary Board, concurrent officerships, may be allowed in the following cases:

(1)    Between a bank and not more than two (2) of its subsidiary bank/s, QB/s, and NBFI/s, other than investment house/s; or

(2)    Between a bank and not more than two (2) of its subsidiary QB/s and NBFI/s; or

(3)    Between two (2) banks, or between a bank and a QB or an NBFI, other than an investment house: Provided, that at least twenty percent (20%) of the equity of each of the banks, QBs or NBFIs is owned by a holding company or a bank/QB and the interlocking arrangement is necessary for the holding company or the bank/QB to provide technical expertise or managerial assistance to its subsidiaries/affiliates.

Aforementioned concurrent officerships may be allowed, subject to the following conditions:

(a)    that the positions do not involve any functional conflict of interests;

(b)    that any officer holding the positions of president, chief executive officer, chief operating officer or chief financial officer or their equivalent may not be concurrently appointed to any of said positions or their equivalent;

(c)     that the officer involved, or his spouse or any of his relatives within the first degree of consanguinity or affinity or by legal adoption, or a corporation, association or firm wholly- or majority- owned or controlled by such officer or his relatives enumerated above, does not own in his/its own capacity more than twenty percent (20%) of the subscribed capital stock of the entities in which the bank has equity investments; and

(d)    that where any of the positions involved is held on full-time basis, adequate justification shall be submitted to the Monetary Board; or

(4)    Concurrent officership positions in the same capacity which do  not  involve  management  functions,  i.e., internal auditor, corporate secretary, assistant corporate secretary and security officer, between a bank and one or more of its subsidiary QB/s and NBFI/s, or between bank/s, QB/s and NBFI/s, other than investment house/s: Provided, That at least twenty percent (20%) of the equity of each of the banks, QBs and NBFI/s is owned by a holding company or by any of the banks/QBs within the group.

(5)    Concurrent officership positions as corporate secretary or assistant corporate secretary between bank/s,QB/s and NBFI/s,  other than investment house/s, outside of  those  covered  under  Item  “c(4)”  above:  Provided,    That    proof    of  disclosure  to  and  consent  from  all  of  the  involved  FIs,  on  the  concurrent officership positions, shall be submitted to the Bangko Sentral.

For purposes of this Section, members of a group or committee, including sub‐groups or sub-committees, whose duties include functions of management such as those ordinarily performed by regular officers, shall likewise be considered as officers. It shall be the responsibility of the corporate governance committee to conduct an annual performance evaluation of the board of directors and senior management. When a director or officer has multiple positions, the committee should determine whether or not said director or officer is able to and has been adequately carrying out his/her duties and, if necessary, recommend changes to the board based upon said performance/review.

The general principles and standards that will govern the business relationships between banks and their related NGOs/foundations engaged in retail microfinance are found in Appendix 23.

1. d.      Secondment

A BSFI may second or transfer its employee to another entity for temporary assignment: Provided, that it has a board-approved policy on secondment and that the transfer of the employee is approved by the appropriate authority of the BSFI:  Provided, further, That the secondee or the transferred employee shall relinquish all his duties, responsibilities, and authorities in the BSFI, and shall receive remuneration and other incentives from the host entity.  BSFIs shall submit a notice within ten (10) banking days from the approval of secondments of employees to the appropriate supervising department of the Bangko Sentral.

1. e.       Representatives of government 

The provisions of this Section shall apply to persons appointed to such positions as representatives of the government or government‐owned or controlled entities holding voting shares of stock of banks unless otherwise provided under existing laws.

Interlocking Directorships and/or Officerships. The Bangko Sentral recognizes that effective sharing of managerial and technical expertise across institutions promotes economies of scale and organizational synergies, as well as broadens perspectives in strategy formulation and risk management. In this regard, Bangko Sentral-supervised financial institutions (BSFls) are expected to have an effective governance process in place to ensure that the benefits of having directors or officers with interlocking positions in other entities are optimized, that the concerned directors or officers devote sufficient time and attention necessary to effectively carry out their duties and responsibilities, and that excessive concentration of economic power, unfair competitive advantage, abusive practices, and conflict of interest situations are prevented.

1. Responsibilities of board of directors. Consistent with the standards and principles set forth in the corporate governance guidelines for BSFIs under Sec. 132/132-Q, the board of directors of BSFIs shall:

(1)    Approve policy on having directors or officers with interlocking positions in other entities, which shall cover, among others, the following:

(a)    Cases and the corresponding rationale when the BSFI shall allow/appoint directors or officers to have with interlocking positions in other entities; the sectors or industries of the entities where the directors or officers may assume other positions; interlocking positions that may be held by directors or officers: and limit on the number of entities where the director or officer may hold interlocking positions.

Provided, That the limit to be set shall be consistent with item “b' of Qualifications of a director under Sec. 132/132-Q:

(b)    Measures to avoid excessive concentration of economic power, unfair competitive advantage and abusive practices. The policy shall also include the measures in handling conflict of interest situations:

(c)     Requirement to obtain approval from the board of directors or the appropriate authority designated in the BSFI prior to acceptance of interlocking directorship/officership positions in other entities:

(d)    Requirement to obtain proof of disclosure to and consent from all the involved entities on interlocking officership positions held outside the banking group/conglomerate; and

(e)    Courses of action in case conflict of interest arise or when the performance of the director or officer has been affected by the interlocking positions held.

(2)    Ensure effective governance process on the selection and appointment of directors and/or officers who are holding interlocking positions in other entities and in approving the acceptance of directors/officers of interlocking positions in other entities. The governance process shall cover continuous assessment of potential conflict of interest in the entities involved as well as the interlocking positions held.

(3)    Ensure that directors and/or officers holding interlocking positions in other entities effectively carry out their duties and responsibilities in the BSFI. It shall be the responsibility of the board of directors to conduct a periodic performance evaluation of the concerned directors and officers measured against agreed upon standards for the position. The board of directors shall immediately take appropriate action should the results of performance evaluation reflect that the performance of the function in the BSFI has been adversely affected by the interlocking positions held by the director and/or officer.

(4)    Ensure that the control functions (i.e., risk management, compliance. and internal audit) cover the assessment of adherence to internal policies and regulatory expectations on interlocking positions held by the directors and/or officers. For the interlocking positions held by heads of control functions, the assessment shall be performed by the board of directors or board-level committee to whom they functionally report to.

1. Factors to Consider on Interlocking Positions. BSFIs shall observe the following rules for interlocking positions held by directors and/or officers:

(1)    Interlocking directorships. Interlocking directorships in BSFIs are allowed except in cases involving banks belonging to the same category. In this respect interlocking directorships in banks belonging to the same category shall only be allowed if the banks: (i) are part of the same banking group or (ii) have different business models and are serving different markets or clients.

For purposes of determining interlocking directorship. a director and his/her spouse. whether legitimate or common- law shall be considered as one (1) and the same person.

(2)    Interlocking directorships and officerships. Interlocking directorships and officerships are allowed provided that the positions do not pose conflict of interests. For this purpose, the appointment should be consistent with the policy adopted by BSFI.

(3)    Interlocking officerships. As a general rule, interlocking officerships shall not be allowed except

(a)    Held in the same capacity within a banking group as (i) corporate secretary, (ii) security officer, (iii) Chief Risk Officer, Chief Compliance Officer, Head of Internal Audit, or (iv) other positions performing similar functions as those in (i) to (iii) hereof; Provided, That: The assumption of interlocking officerships is consistent with the enterprise risk management approach of the BSFI end the banking group where the concerned entities belong.

(b)    As corporate secretary or assistant corporate secretary between/among entities, which are not part of the same banking group/conglomerate; Provided that:

1. Proof of disclosure to and consent from all of the involved entities on the interlocking officerships are obtained; and
2. The position does not pose conflict of interest and that the officer holding interlocking positions will still be able to denote sufficient time and attention to effectively carry out his/her duties and responsibilities.

(4)    Consistent with Section 6 of Presidential Decree No. 129, as amended by Batas Pambansa Blg.66, entitled "Governing the Establishment, Operation and Regulation of Investment Houses,” the Bangko Sentral hereby allows interlocking directorship and officerchip between a bank and an investment house subject to the requirements of this Section and other applicable laws and regulations: Provided, however, That interlocking officerships between a bank and an investment house may only be allowed where the majority or all of the equity of the investment houses is owned by the bank.

1. Approval of interlocking positions. The board of directors or the appropriate authority designated in the BSFI shall approve the interlocking positions held by directors and officers of a BSFI. The documents supporting the approval shall reflect the assessment done by the approving authority consistent with the policy adopted in the BSFI and the expectations in this Section.
2. Transitory Provisions. BSFIs shall reassess existing interlocking positions held by directors and officers, including those previously approved by the Bangko Sentral, considering the principles set out in this Section and the internal policy adopted. BSFIs shall address issues noted in the assessment of interlocking positions in the election of directors and appointment of officers to fully comply with the provisions of this Section by 30 June 2022.
3. Reports. BSFIs shall submit an annual report of all interlocking positions of its directors and officers within twenty (20) banking days from the end of each reference year starting 31 December 2021.

BSFIs shall keep a complete record of all interlocking positions of its directors and officers, and documentation of the assessments conducted by the board of directors or appropriate authority designated in the BSFI on existing and new interlocking positions, and shall maintain a system of updating said records which shall be made available during examination by the Bangko Sentral or when required for submission for verification.

1. Enforcement Actions. The Bangko Sentral shall deploy enforcement actions to promote adherence to the requirements set forth in this Section and bring about timely corrective actions. The Bangko Sentral shall issue directives or sanctions on the BSFI and responsible persons which may include restrictions or prohibitions from certain authorities/activities; and warning, reprimand, suspension, removal and disqualification of concerned BSFI directors, and officers. The Bangko Sentral shall disallow interlocking directorships and officerships or direct the BSFI to amend its internal policy on interlocking positions if the Bangko Sentral deems that the interlocking positions pose conflict of interest which give rise to excessive concentration of economic power, unfair competitive advantage, and abusive practices.
2. Secondment. A BSFI may second or transfer its employee to another entity for temporary assignment: Provided, that it has a board-approved policy on secondment and that the transfer of the employee is approved by the appropriate authority of the BSFI: Provided, further, That the secondee or the transferred employee shall relinquish all his duties, responsibilities. and authorities in the BSFI. and shall receive remuneration and other incentives from the host entity. BSFIs shall submit a notice within ten (10) banking days from the approval of secondments of employees to the appropriate supervising department of the Bangko Sentral.
3. Representatives of government. The provisions of this Section shall apply to representatives of the government or government-owned or controlled entities appointed as directors or officers in BSFls, unless otherwise covered under existing laws.

Section 161 of MORB & Section 161-Q of MORNBFI: Interlocking directorships and/or officerships.

Responsibilities of the board of directors and senior management. xxx

The board of directors shall ensure that BSFI personnel and affiliated parties adhere to the pre-defined compliance standards of the BSFIs. Implementation of the compliance program rests collectively with senior management, of which the CCO is the lead operating officer on compliance. Senior management, through the CCO, xxx

xxx

Responsibilities of the board of directors and senior management. xxx

The board of directors shall ensure that BSFI personnel and affiliated parties adhere to the pre-defined compliance standards. Senior management, through the CCO, xxx.

xxx

Section 346 of MORB: Reportorial requirements.

Reportorial requirements. Each bank shall maintain a record of loans, other credit accommodations and guarantees covered by these regulations in a manner and form that will facilitate verification of such transactions by Bangko Sentral examiners.

The appropriate supervising department of the Bangko Sentral may require banks to furnish such data or information as may be necessary for purposes of implementing the provisions of the foregoing rules.

Financing plans and amendments thereto shall be submitted to Bangko Sentral within thirty (30) calendar days from approval thereof by the bank’s board of directors. The appropriate supervising department of the Bangko Sentral may require the banks concerned to submit a regular report monitoring the various transactions under the bank’s financing plans for officers/employees.

All banks providing financial assistance to bank officers/employees shall submit a report on “Availments of Financial Assistance to Officers and Employees” to the Bangko Sentral within fifteen (15) banking days after end of reference semester.

Reportorial requirements. Each bank shall maintain a record of loans, other credit accommodations and guarantees covered by these regulations in a manner and form that will facilitate verification of such transactions by Bangko Sentral examiners.

The appropriate supervising department of the Bangko Sentral may require banks to furnish such data or information as may be necessary for purposes of implementing the provisions of the foregoing rules.

Section 135 of MORB: Renumeration and Other Incentives

Profit sharing programs. xxx

Loans, advances, and other credit accommodations to officers.

xxx. BSFIs shall submit the board‐approved purposes for the grant of loans, advances, or any other forms of credit accommodations to officers for approval of the Bangko Sentral. The guidelines and contractual provisions implementing said defined purposes, and any subsequent changes thereto, shall on the other hand, be approved by the board of directors or a board‐level committee.

 Transitory provision. xxx.

1. Funding by foreign banks. xxx
2. Other conditions/limitations.

xxx

Banks providing financial assistance to their officers/employees shall submit a regular report on “availments of financial assistance to officers and employees” to the Bangko Sentral within fifteen (15) banking days after end of reference semester.

The appropriate supervising department of the Bangko Sentral may further require banks to submit such data or information as may be necessary to facilitate verification of such transactions by Bangko Sentral examiners.

Profit sharing programs. xxx

Loans, advances, and other credit accommodations to officers.

xxx. BSFIs shall submit the board approved purposes for the grant of loans, advances, or any other forms of credit accommodations to officers for approval of the Bangko Sentral within twenty (20) banking days from approval thereof of the BSFI's board. The guidelines and contractual provisions implementing said defined purposes, and any subsequent changes thereto, shall on the other hand, be approved by the board of directors or a board-level committee.

Transitory provision. xxx.

1. Funding by foreign banks. xxx
2. Other conditions/limitations.

xxx

BSFIs providing financial assistance to their officers/employees shall maintain a record of “availments of loans, advances, or any other forms of credit accommodations to officers and employees” and keep on file the board-approved purposes, guidelines and contractual provisions of the loans, advances, and other credit accommodations to officers/employees. The appropriate supervising department of the Bangko Sentral may further require BSFIS to submit/make available such data or information as may be necessary to facilitate the review/verification of such transactions by the Bangko Sentral.

xxx

The Firm cannot be held liable for any losses suffered as a result of reliance upon information contained in this memo.

This is a property of R.S. Bernaldo & Associates. Reproduction of any material included in the memo should be subject to the approval of the Editorial Board.

R.S. Bernaldo & Associates is a member firm of the PKF International Limited family of legally independent firms   and does not accept any responsibility or liability for the actions or inactions of any individual member or correspondent firm or firms.

Comments and suggestions are welcome.

• Anthony D. Paño

Quality Assurance Partner/                           Head of QAU 

anthony [dot] pano [at] rsbernaldo [dot] com

• Mary Rose A. Lorilla

Assistant Quality Assurance Manager/

Quality Assurance Leader

rose [dot] lorilla [at] rsbernaldo [dot] com

• Charmaine S. De Guzman

Senior Auditor/                                    Assistant Quality Assurance Leader

charmaine [dot] deguzman [at] rsbernaldo [dot] com

• Baby Joy A. Bautista

Quality Assurance Associate/ Engagement Quality Control
Review Leader

babyjoy [dot] bautista [at] rsbernaldo [dot] com

• Sandae E. Dela Torre

Quality Assurance Associate/

Ethics Leader

sandae [dot] delatorre [at] rsbernaldo [dot] com

• Janna J. Pacis

Quality Assurance Associate/

Learning and Training Leader

janna [dot] pacis [at] rsbernaldo [dot] com

• Yves Michael O. Anadon

Quality Assurance Associate/

Consultation Leader

yvesmichael [dot] anadon [at] rsbernaldo [dot] com