BAIPHIL LEGREG UPDATE

Transcription

1 BAIPHIL LEGREG UPDATE For The Period October Date Of Issue / October 5, 2015 September 30, 2015 Circular Letter No. CL Publication/Posting of Balance Sheet (BS) and Consolidated Balance Sheet (CBS) Pursuant to Section 61 of Republic Act No. 8791, a call is hereby made for the publication/posting of the Bank s Balance Sheet (Head Office, branches and other offices) together with the Consolidated Balance Sheet (banks and its subsidiaries and affiliates), if applicable, as of 30 September 2015, in accordance with Subsection X192.9 of the Manual of Regulations for Banks (MORB) and Memorandum No. M dated 23 June For information and compliance of all concerned. October 5, 2015 September 30, 2015 Circular Letter No. CL Publication/Posting of Statement of Condition and Consolidated Statement of Condition Pursuant to Section 61 of Republic Act No. 8791, a call is hereby made for the publication/posting of Statement of Condition (Head Office, branches and other offices) together with the Consolidated Statement of Condition (parent institution and its subsidiaries and affiliates), if applicable, as of 30 September 2015, in accordance with Subsection 4192Q.3 of the Manual of Regulations for Non- Bank Financial Institutions (MORNBFI) for quasi-banks and Section 4181N of MORNBFI for trust entities. Such Statement of Condition and Consolidated Statement of Condition, where applicable, shall be punished in a newspaper of general circulation in the city/province where the principal is located, but if no newspaper is published in the same city/province, then in newspaper published in Metro Manila or in the nearest city/province. The original and a copy of the Statement of Condition and/or Consolidated Statement of Condition, where applicable, shall be submitted on October 21, 2015 to BSP-SDC. Copies of the Statement of Condition and Consolidated Statement of Condition, where applicable, as published, together with the publisher s certificate shall be also be submitted to the SDC within 20 banking days from the date of this Circular Letter. For information and compliance of all concerned. October 5, calendar days after its publication in the Official Gazette or in a newspaper of general circulation Circular No. CL Further Amendments to the Regulations on the Approval/Confirmation of the Election/Appointment of Directors/Officers The MB in its Resolution No dated August 20, 2015, approved the following amendments to the provisions of the Manual of Regulations for Banks (MORB) and Manual of Regulations for Non- Bank Financial Institutions (MORNBFI): Page 1 of 9

2 SUBSECTION X141.2 Qualifications of a Director X141.4 Confirmation of the election/appointment of directors/officers AMENDMENTS MORB a. A director shall have the following minimum qualifications: An elected director has the burden to prove that he/she possesses all the foregoing minimum qualifications and none of the disqualifications by submitting the documentary requirements listed in Appendix 98. Nonsubmission of complete documentary requirements within the prescribed period shall be construed as his/her failure to establish his/her qualifications for the position and result in his/her removal from the Board. b. The election/appointment of directors/officers of banks shall be subject to confirmation by the following: The election/appointment of abovementioned directors/officers shall be deemed to have been confirmed by the Bangko Sentral, if after 60 banking days from receipt of the complete required reports, the appropriate supervising department of the SES does not advise the bank concerned against said election/appointment. For purposes of this Subsection, the term banking group shall refer to the parent bank and its subsidiary banks, QBs, trust entities other than standalone and trust corporations, as well as other banks, QBs, trust entities other than stand-alone and trust corporations over which the parent bank has the power to exercise control as defined in Subsec. X The documentary requirements for the confirmation of the election/appointment of directors/officers/trust officer and approval of the appointment of compliance officers of banks/qbs/nbfis with trust authority/trust corporations are shown in Appendix 98. Non-submission of complete documentary requirements within the prescribed period shall be construed as his/her failure to establish his/her qualifications for the position. X141.9 Certifications required X142.2 Qualifications of an officer X144 Biodata of Directors and Officers A director/officer whose election/appointment was not confirmed for failure to submit the complete documentary requirements shall be deemed removed from office after due notice to the board of directors of the bank, even if he/she has assumed the position to which he/she was elected/appointed, pursuant to section 16 of R.A. No Banks shall furnish The bank must submit to the appropriate department of the SES, within 20 banking days from date of election, a certification under oath of the directors concerned that they have received copies of such general responsibility and specific duties and responsibilities and that they fully understand and accept the same, in accordance with Appendix 6. The bank must submit to the appropriate department of the SES a certification under oath of the director/officer with rank of senior vice president and above, and officer whose appointment requires prior MB approval within 20 banking days from the date of election/re-election of the directors/meeting of the board of directors in which the officers are appointed/promoted, in accordance with Appendix 6. An officer shall have the following minimum qualification: An appointed officer has the burden to prove that he/she possess all the foregoing minimum qualifications and none of the disqualifications by submitting the documentary requirements listed in Appendix 6. Nonsubmission of complete documentary requirements within the prescribed period shall be construed as his/her failure to establish his/her qualifications for the position and result to his/her removal therefrom. a. Banks shall submit to the appropriate department of the SES a bio-data with ID picture of their within 20 banking days from the date of election/re-election of the directors/meeting of the board of directors in which the officers are appointed/promoted, in accordance with Appendix 6. b. Banks shall also submit to the appropriate department of the SES, a duly notarized list of the incumbent members of the board of directors and officers within 20 banking days from the annual election of the board Page 2 of 9

3 4141Q.2 Qualifications of a Director 4141Q.4 Confirmation of the election/appointment of directors/officers. MORNBFI a. A director shall have the following minimum qualifications: An elected director has the burden to prove that he/she possesses all the foregoing minimum qualifications and none of the disqualifications by submitting the documentary requirements listed in Appendix Q-57. Nonsubmission of complete documentary requirements within the prescribed period shall be construed as his/her failure to establish his/her qualifications for the position and result in his/her removal from the Board. b. The election/appointment of directors/officers of banks shall be subject to confirmation by the following: The election/appointment of abovementioned directors/officers shall be deemed to have been confirmed by the Bangko Sentral, if after 60 business days from receipt of the complete required reports, the appropriate supervising department of the SES does not advise the QB/trust entity concerned against said election/appointment. For purposes of this Subsection, the term banking group shall refer to the parent bank and its subsidiary banks, QBs, NBFIs with trust authority and trust corporations, as well as other banks, QBs, NBFIs with trust authority and trust corporations over which the parent bank has the power to exercise control as defined in Subsec. X4141Q.2. The documentary requirements for the confirmation of the election/appointment of directors/officers, and approval of the appointment of compliance officers and trust officers of banks/qbs/nbfis with trust authority/trust corporations are shown in Appendix Q-57. Non-submission of complete documentary requirements within the prescribed period shall be construed as his/her failure to establish his/her qualifications for the position. X4141Q.9 Certifications required X4142Q Definition and Qualifications of Officers Sec. 4144Q ( Q) Bio-data of Director and Officers A director/officer whose election/appointment was not confirmed for failure to submit the complete documentary requirements shall be deemed removed from office after due notice to the board of directors of the NBFI, even if he/she has assumed the position to which he/she was elected/appointed, pursuant to section 16 of R.A. No QBs and NBFIs with trust authority shall furnish The QB/NBFI with trust authority must submit to the appropriate department of the SES, within 20 business days from date of election, a certification under oath of the directors concerned that they have received copies of such general responsibility and specific duties and responsibilities and that they fully understand and accept the same, in accordance with Appendix Q-3. The QB/NBFI with trust authority must submit to the appropriate department of the SES a certification under oath of the director/officer with rank of senior vice president and above, and officer whose appointment requires prior MB approval within 20 business days from the date of election/re-election of the directors/meeting of the board of directors in which the officers are appointed/promoted, in accordance with Appendix Q-3. Officers shall include the president An officer shall have the following minimum qualifications: An appointed officer has the burden to prove that he/she possesses all the foregoing minimum qualifications and none of the disqualifications by submitting the documentary requirements listed in Appendix Q-57. Nonsubmission of complete documentary requirements within the prescribed period shall be construed as his/her failure to establish his/her qualifications for the position and result to his/her removal therefrom. a. The bio-data shall be updated and submitted (i) in cases of change of name due to change in civil status and change of residential address, within 20 business days from the date the change occurred and (ii) in cases of requests for prior MB approval of interlocks. b. Page 3 of 9

4 Sec. 4145N Bio-data of Directors and Officers Sec. 4147S Bio-data of Trustees and Officers c. QBs/NBFIs with trust authority shall also submit to the appropriate department of the SES, a duly notarized list of the incumbent members of the board of directors and officers attached as Appendix Q-57b within 20 banking days from the annual election of the board of directors as provided in the QB s/nbfi with trust authority s by-laws, in accordance with Appendix Q-3. Additional section. Additional section. Appendices 98, Q57, 98b, Q57b, 6, Q3, N1 and S2 are hereby amended as attached Annexes A to F hereto. For information and compliance of all concerned. October 7, 2015 N/A Media Release Demonetization Schedule For information to all concerned. October 7, 2015 Memorandum No. M Page 4 of 9

5 N/A Regulatory Relief for Banks Affected by Typhoon Ineng The Monetary Board, in its Resolution No dated 23 September 2015, approved to grant temporary regulatory and rediscounting relief to banks with HOs and/or branches in areas which were devastated by Typhoon Ineng based on Situation Report No. 23 dated 08 September 2015 of the NDRRMC as follows: Region 1 - Ilocos Norte, Ilocos Sur, La Union and Pangasinan Region 2 - Batanes, Cagayan, Isabela and Nueva Vizcaya Region 3 - Bataan, Bulacan, Nueva Ecija and Zambales Region 4-A - Laguna Region 4-B - Oriental Mindoro CAR - Abra, Apayao, Baguio City, Benguet, Ifugao, Kalinga and Mountain Province All banks are allowed to provide financial assistance to their officers and employees who were affected by the calamity even if not within the scope of the existing BSP-approved Fringe Benefit Program (FBP) subject to subsequent submission of request for approval of the amendment to FBP to the appropriate supervision and examination department of the BSP for regularization. Please refer to the BSP website for the implementing guidelines on the restructuring scheme covering rediscounting obligations with the BSP of Rediscounting Banks in the areas affected by Typhoons "Ineng" (which are outlined in Annex A of the above-captioned BSP Memorandum). The loan settlement scheme shall be made available up to February 29, 2016 only. For information and guidance of all concerned. October 9, calendar days after its publication in the Official Gazette or in a newspaper of general circulation Circular No. CN Amendments to Regulations on Dividend Declaration and Interest Payments on Tier 1 Capital Instruments Pursuant to MB Resolution No dated Sept. 17, 2015, approving the amendments to regulations on dividend declaration, the provisions of the MORB and MORNBFI are hereby amended. SUBSECTION Sec. X136 Dividends Sec. X136.2 Requirements on the Declaration of Dividends AMENDMENTS MORB The following rules and regulations shall govern the declaration of dividends on shares of stock, regardless of feature, as well as interest payments on unsecured subordinated debt which meet the qualification requirements of Additional Tier 1 or Hybrid Tier 1 capital as defined under existing risk-based capital adequacy framework. At the time of declaration, banks shall have complied with the following: c. Minimum capitalization requirement and risk-based capital ratio s as provided under applicable and existing capital adequacy framework; d. Capital conservation buffer requirement as defined in Appendix 63b, Part 3, for U/KBs and their subsidiary banks and QBs; e. Higher loss absorbency requirement, phased-in starting Jan. 1, 2017 with full implementation by Jan. 1, 2019, in accordance with Domestic Systemically Important Banks (DSIBs) Framework as provided under Circular No. 856 dated Oct. 29, 2014 for U/KBs and their subsidiary banks and QBs that are identified as DSIBs; and f. Has not committed any unsafe or unsound banking practice as defined under existing regulations and/or major acts or omission as may be determined by the BSP to be ground for suspension of dividend distribution, unless this has been addressed by the bank as confirmed by the MB or the Deputy Governor, SES, as may be applicable, upon recommendation of the Page 5 of 9

6 appropriate department of SES Limitations/Amount available for dividends declared by rural banks and cooperative banks X136.3 Net Amount Available for Dividends X136.4 Reporting and verification X136.5 Recording of dividends X136.7 X136.9 (Reserved) X Supervisory Enforcement Actions Banks shall ensure compliance with the minimum capital requirements and risk-based capital ratios even after the dividend distribution. The following rules shall also govern the declaration of dividends by RBs and Coop Banks. a. Reserve for retirement of government preferred stock. b. Applicability of other laws, rules and regulations for Coop Banks. c. Dividends on government shares for RBs The net amount available for dividends shall be the amount of unrestricted or free retained earnings and undivided profits reported in the FRP as of the calendar/fiscal year-end immediately preceding the date of dividend declaration. The derivation of the amount of dividends from the unrestricted/free retained earnings shall be based on a sound accounting system and loss provisioning processes under existing regulations which takes into account relevant capital adjustments including losses, bad debts and unearned profits or income. Declaration of dividends shall be reported by the bank concerned to the appropriate department of the SES within ten (10) banking days after date of declaration in the following manner: a. Submission of a duly notarized certification (Annex A) signed by the President or an officer of equivalent rank, and the Chief Compliance Officer stating that the bank has complied with the requirements on the declaration of dividends provided under Subsec , as well as other existing applicable laws; and b. Submission of the Report on Dividends Declared (Annex B), which shall be considered a Category A-1 report. The liability for dividends declared shall be taken up in the bank s books upon its declaration. However, for dividend declarations that are subject to prior BSP verification, the liability for dividends declared shall be taken up in the bank s books upon receipt of BSP advice thereof. A memorandum entry may be made to record the dividend declaration on the date of approval of BOD. For full disclosure purposes, the dividends declared shall be disclosed in the financial statements either as a footnote in the statement of changes in equity or in the notes to the financial statements. For dividends declared that is still subject to prior BSP verification, disclosure by means of a footnote should include a statement to the effect that the dividend declaration is subject to review by the BSP. Consistent with Circular No. 875 dated April 15, 2015, the BSP may deploy enforcement actions to promote adherence with the rules and regulations governing dividend declaration and bring out timely corrective actions. The Bangko Sentral may issue directives to suspend/refrain/restrict from performing a particular activity, or impose sanctions to limit the level of or suspend any business activity that has adverse effects on the safety or soundness of the bank, among others. Sanctions may likewise be imposed on a bank and/or its directors, officers and and/or employees. The imposition of sanctions shall be without prejudice to the imposition of administrative sanctions under Sec. 37 of RA No including declaring as unsafe or unsound the inappropriate dividend declarations and/or to the filing of appropriate criminal charges against culpable persons as provided under Sec. 35 of R.A No for the willful making of a false/misleading statement. Further, banks subsequently found to have violated the provisions on dividend declaration or have falsely certified/submitted misleading statements shall be reverted to the prior BSP verification wherein the bank can only make an announcement or communication on the declaration of dividends or payment of dividends thereon upon receipt of BSP advice thereof. Page 6 of 9

7 Sec Limitations/Amount Available on Dividends Declared by Rural Banks and Cooperation Banks Dividends on government shares X126.5 Issuance of redeemable shares; conditions; certification and report; sanctions Sec.4136Q ( Q) Dividends Sec. 4136Q.2 Requirements on the Declaration of Dividends/net amount available for dividends Deleted by Circular No. dated 2015 Deleted by Circular No. dated 2015 a. Conditions. Banks may issue redeemable shares subject to the following conditions: The applicant bank after : a. d. No dividend shall be declared or paid on redeemable shares in the absence of sufficient undivided profits, free surplus. MORNBFI The following rules and regulations shall govern the declaration of dividends on shares of stock, regardless of feature, as well as interest payments on unsecured subordinated debt which meet the qualification requirements of Additional Tier 1 capital as defined under existing risk-based capital adequacy framework. a. Requirements on the declaration of dividends. At the time of declaration, QBs shall have complied with the following: (1) Clearing account with the BSP is not overdrawn; (2) Minimum capitalization requirement and risk-based capital ratios as provided under applicable and existing capital adequacy framework; (3) Capital conservation buffer requirement as defined in Appendix Q46, Part 3, for QBs hat are subsidiaries of U/KBs; (4) Higher loss absorbency requirement, phased-in starting Jan. 1, 2017 with full implementation by Jan. 1, 2019, in accordance with Domestic Systemically Important Banks (DSIBs) Framework as provided under Circular No. 856 dated Oct. 29, 2014 for QBs that are subsidiaries U/KBs identified as DSIBs; and (5) Has not committed any unsafe or unsound banking practice as defined under existing regulations and/or major acts or omission as may be determined by the BSP to be ground for suspension of dividend distribution, unless this has been addressed by QB as confirmed by the MB or the Deputy Governor, SES, as may be applicable, upon recommendation of the appropriate department of SES. X4136Q.4 ( Q.3) Reporting and verification X4136Q.5 ( Q.4) Recording of dividends QBs shall ensure compliance with the minimum capital requirements and risk-based capital ratios even after the dividend distribution. Declaration of dividends shall be reported by the QB concerned to the appropriate department of the SES within ten (10) business days after date of declaration in the following manner: a. Submission of a duly notarized certification (Annex A) signed by the President or an officer of equivalent rank, and the Chief Compliance Officer stating that the QB has complied with the requirements on the declaration of dividends provided under Subsec. 4136Q.2, as well as other existing applicable laws; and b. Submission of the Report on Dividends Declared (Annex B), which shall be considered a Category A-1 report. The liability for cash dividends declared shall be taken up in the QB s books upon its declaration. However, for dividend declarations that are subject to prior BSP verification, the liability for cash dividends declared shall be taken up in the QB s books upon receipt of BSP advice thereof. A memorandum entry may be made to record the dividend declaration on the date of approval of BOD. For full disclosure purposes, the cash dividends declared shall be disclosed in the financial statements either as a footnote in the statement of changes in equity or in the notes to the financial statements. For dividends declared that is still subject to prior BSP verification, disclosure by means of a footnote should include a statement to the effect that the dividend Page 7 of 9

8 4136Q.6 (Reserved) 4136Q.10 Supervisory Enforcement Actions declaration is subject to review by the BSP. Consistent with Circular No. 875 dated April 15, 2015, the BSP may deploy enforcement actions to promote adherence with the rules and regulations governing dividend declaration and bring out timely corrective actions. The Bangko Sentral may issue directives to suspend/refrain/restrict from performing a particular activity, or impose sanctions to limit the level of or suspend any business activity that has adverse effects on the safety or soundness of the QB, among others. Sanctions may likewise be imposed on a QB and/or its directors, officers and and/or employees. The imposition of sanctions shall be without prejudice to the imposition of administrative sanctions under Sec. 37 of RA No including declaring as unsafe or unsound the inappropriate dividend declarations and/or to the filing of appropriate criminal charges against culpable persons as provided under Sec. 35 of R.A No for the willful making of a false/misleading statement. Further, QBs subsequently found to have violated the provisions on dividend declaration or have falsely certified/submitted misleading statements shall be reverted to the prior BSP verification wherein the QB can only make an announcement or communication on the declaration of dividends or payment of dividends thereon upon receipt of BSP advice thereof. The FRP prescribed under Subsec. X191.2 of the MORB is further amended to revise the Manual of Accounts (MOA) to amend the definition of Dividends Payable. Appendix 6 of the MORB and Appendix Q3 of the MORNBFI are hereby amended to include the Report of Dividends Declared (for banks and QBs) as Category A-1 report which shall be submitted within 10 banking/business days after date of dividend declaration to the appropriate department of the SES. Please refer to the BSP website for the related Annexes which are contained in the abovecaptioned BSP Circular. For information and guidance of all concerned. October 13, 2015 N/A Memorandum No. M Extension of the Exemption of Withdrawal of New 200-piso New Design Series Banknotes from the Imposition of Service Fees under the Enhanced Cash Management Services Pursuant to MB Resolution No.1618 dated October 8, 2015, please be advised that the exemption of the withdrawal of new 200-piso New Design Series (NDS) banknotes from the imposition of service fees under the Enhanced Cash Management Services (ECM) as contained in the Memorandum to All Authorized Agent Banks (MAAB) No. M dated February 13, 2015 has been extended until December 31, For information and guidance of all concerned. CFO Forum on: 13 November 2015 Tax Issues affecting Financial Institutions Relevant updates on Philippine Financial Reporting Standards Supervisory Expectations on Compliance System 27 November 2015 Signature Analysis & Forgery Detection 28 November 2015 Enterprise Risk Management 28 November 2015 Page 8 of 9

9 For details, please contact BAIPHIL via telephone ( / ) or Sources All materials are obtained from third party websites such as and Neither BAIPHIL nor the LegReg Committee is responsible for the content or availability of any third party website. Compiled And Prepared By: LegReg Committee FY Director: Maria Teresita R Dean (PBCOM) Chair: Marissa B. Espino (ChinaBank) Members: Raissa Katrina G. Ballesteros (HSBC) / Noel A. Flores (CTCB) / Romel D. Meniado (RobinsonsBank) / Rafael M. Reynante (DBP)/ Gregorio M. Yaranon (MayBank) Page 9 of 9