Fifteen (15)

Fifteen (15)

Justo A. Ortiz

ED

July 23, 1993

May 25, 2012

Annual

19

Jon Ramon M. Aboitiz

NED

AEV

May 24, 1996

May 25, 2012

Annual

17

Vicente R. Ayllon

NED

IL

June 27, 1991

May 25, 2012

Annual

21

Victor B. Valepeñas

ED

Jan. 1, 1998

May 25, 2012

Annual

15

Erramon I. Aboitiz

NED

AEV

Oct. 11, 1988

May 25, 2012

Annual

24

Iker M. Aboitiz

NED

AEV

May 29, 2009

May 25, 2012

Annual

4

Stephen G. Paradies

NED

AEV

Oct. 11, 1988

May 25, 2012

Annual

24

Juan Antonio E. Bernad

NED

AEV

Jan. 27, 1995

May 25, 2012

Annual

18

Mayo Jose B. Ongsingco

NED

IL

June 24, 2005

May 25, 2012

Annual

7

Ricardo G. Librea

NED

IL

May 27, 2011

May 25, 2012

Annual

1

Emilio S. De Quiros, Jr.

NED

SSS

Oct. 1, 2010

May 25, 2012

Annual

2

Eliza Bettina R. Antonino

NED

SSS

Dec. 17, 2010

May 25, 2012

Annual

2

Daniel L. Edralin

NED

SSS

April 7, 2011

May 25, 2012

Annual

2

Armand F. Braun, Jr.

ID

Jon Ramon Aboitiz, no relationship

April 3, 1990

May 25, 2012

Annual

__

Carlos B. Raymond, Jr.

ID

Robert Rol B. Ramos, no relationship

May 25, 2012

May 25, 2012

Annual

1

Reynato S. Puno

ID

Jan. 1, 2013

-

-

-

Justo A. Ortiz

Union Properties, Inc.

UBP Securities, Inc. *

UBP Insurance Brokers, Inc.*

Chairman

Chairman

Chairman

Victor B. Valdepeñas

Union Properties, Inc.

UnionBank Currency Brokers Corp.*

Non-Executive

Chairman

Stephen G. Paradies

Union Properties, Inc.

Non-Executive

Armand F. Braun, Jr.

UBP Securities, Inc.*

UBP Insurance Brokers, Inc.*

UnionBank Currency Brokers Corp.*

Non-Executive

Non-Executive

Non-Executive

Erramon I. Aboitiz

UBP Securities, Inc.*

UBP Insurance Brokers, Inc.*

Non-Executive

Non-Executive

Justo A. Ortiz

Aboitiz Equity Ventures, Inc.

Non-Executive

Jon Ramon M. Aboitiz

1. Aboitiz Equity Ventures, Inc.
2. Aboitiz Power Corporation
3. International Container Terminal Services, Inc.
4. Bloomberry Resorts Corporation

Executive

Vice Chairman

Non-Executive

Independent Director

Erramon I. Aboitiz

1. Aboitiz Equity Ventures, Inc.

2. Aboitiz Power Corporation

Executive

Non-Executive

Stephen G. Paradies

2.International Container Terminal Services, Inc.

Non-Executive

Emilio S. De Quiros, Jr.

Belle Corporation

Non-Executive

Eliza Bettina R. Antonino

Philex Mining Corporation

Non-Executive

Mayo Jose B. Ongsingco

Keppel Philippines Holdings, Inc.

Non-Executive

Reynato S. Puno

1. San Miguel Corporation

2. Apex Mining

Independent Director

Independent Director

Jon Ramon Aboitiz

AEV

Nominee

Erramon Aboitiz

AEV

Nominee

Iker Aboitiz

AEV

Nominee

Sabin Aboitiz

AEV

Nominee

Stephen Paradies

AEV

Nominee

Juan Antonio Bernad

AEV

Nominee

Emilio De Quiros

SSS

Nominee

Eliza Antonino

SSS

Nominee

Vicente Ayllon

Insular Life

Nominee

Mayo Jose Ongsingco

Insular Life

Nominee

Executive Director

The guiding principle shall be that the maximum number of directorship or officership for a particular director shall be limited by his ability to perform his duties diligently.

The Chief Executive Officer and other executive directors shall submit themselves to a low indicative limit on membership in other corporate Boards. The same low limit shall apply to independent, non-executive directors who serve as full-time executives in other companies. In any case, the capacity of directors to serve with diligence shall not be compromised.

Non-Executive Director

CEO

Common

Jon Ramon M. Aboitiz

194

( r )

0.000%

P1,940.00

Common

Jon Ramon M. Aboitiz

4,579,378

( r )

0.714%

P45,793,780.00

Common

Stephen G. Paradies

4,068

( r )

0.001%

P40,680.00

Common

Stephen G. Paradies

420,000

( b)

0.065%

P4,200,000.00

Common

Erramon I. Aboitiz

194

( r )

0.000%

P1,940.00

Common

Erramon I. Aboitiz

2,715,808

( b )

0.423%

P27,158,080.00

Common

Iker Markel Aboitiz

100

( r )

0.000%

P1,000.00

Common

Iker Markel Aboitiz

322,207

( b )

0.050%

P3,222,070.00

Common

Armand F. Braun, Jr.

2,126

( r )

0.000%

P21,260.00

Common

Armand F. Braun, Jr.

682

( b )

0.000%

P6,820.00

Common

Justo A. Ortiz

4,959,673

( r )

0.773%

P49,596,730.00

Common

Justo A. Ortiz

5,555

( b )

0.001%

P55,550.00

Common

Juan Antonio E. Bernad

361

( r )

0.000%

P3,610.00

Common

Mayo Jose B. Ongsingco

164

( r )

0.000%

P1,640.00

Common

Victor B. Valdepeñas

3,540,502

( r )

0.552%

P35,405,020.00

Common

Victor B. Valdepeñas

908

( b )

0.000%

P9,080.00

Common

Vicente R. Ayllon

118

( r )

0.000%

P1,180.00

Common

Carlos B. Raymond Jr.

65

( r )

0.000%

P650.00

Common

Reynato S. Puno

65

( r )

0.000%

P650.00

Common

Eliza R. Antonino

1

( r )

0.000%

P10.00

Common

Emilio S. De Quiros Jr.

1

( r )

0.000%

P10.00

Common

Daniel Edralin

4,094

( r )

0.001%

P40,940.00

Yes

No

/

Justo A. Ortiz

Justo A. Ortiz

Victor B. Valdepeñas

Role

CG Manual, Art. II (F)

Shall preside at all meetings of the stockholders and of the Board of Directors

CG Manual, Art. II (F)

Responsible for the general supervision, administration and management of the business of the Bank.

Accountabilities/

Deliverables

CG Manual, Art. II (F)

1. Ensure that the meetings of the Board are held in accordance with the by-laws or as the Chairman may deem necessary;
2. Supervise the preparation of the agenda of the meeting in coordination with the Corporate Secretary, taking into consideration the suggestions of the CEO, Management and the directors;
3. Maintain qualitative and timely lines of communication and information between the Board and Management;
4. Ensure that the Board is properly organized, effective and meet its duties and responsibilities, including those relating to corporate governance matters;
5. Facilitate the operations and deliberations of the Board and the fulfillment of the Board's role and responsibilities under its mandate;
6. Work with the CEO to ensure management strategies, plans and performance presented to the Board;
7. To lead the Board in determining that the Bank has an effective senior management team;
8. Ensure that the views of shareholders are communicated to the Board; and
9. Ensure that the Bank abides by its by-laws and established policies.

CG Manual, Art. II (F)

1. Develop and recommend strategic plans to the Board that ensure the Bank's profitable growth and achievement of its business objectives;
2. Successfully implement the strategic plans approved by the Board;
3. Review and report regularly to the Board on the Bank's overall progress against its business and financial plans and objectives;
4. Ensure effective disclosure control, internal controls and management information systems are in place;
5. Manage and oversee the required disclosure and other communications between the Corporation, shareholders, stakeholders and the public;
6. Ensure that the Bank maintains high standards of ethics, corporate citizenship and social responsibility; and
7. Such other duties and responsibilities as may be imposed on the CEO by the Board of Directors.

Role

For the CEO, who is also the chairman of the BAORD, he shall be responsible for the general supervision, administration and management of the business of the Bank.

For the President who is also a director, he shall execute and administer the policies approved by the Board and also exercise such power vested in him by the Board. The President may delegate some of his administrative responsibilities to other officers of the Corporation subject to such rules and limitations which the Board may prescribe.

A director's office is based on trust and confidence. He shall act in a manner characterized by transparency, accountability and fairness.

To exercise independent judgment in carrying out his functions as a director.

Accountabilities

To insure a high standard of best practice for the Bank, its wholly owned subsidiaries and their stakeholders, each Board of shall:

1. Install a process of selection to ensure a mix of competent directors and officers;
2. Determine each corporations' purpose, their visions and missions and strategies to carry out their objectives;
3. Ensure that the Bank complies with all relevant laws, regulations and codes of best business practices;
4. Identify the corporations' major and other stakeholders and formulate a clear policy on communicating or relating with them through an effective investor relations program;
5. Adopt a system of internal checks and balances;
6. Identify key risk areas and key performance indicators and monitor these factors with due diligence;
7. Properly discharge Board functions by meetingIndependent views during Board meetings shall be given due consideration and all such meetings shall be duly minuted;
8. Keep Board authority within the powers of the institution as prescribed in the Articles of Incorporation, By-Laws and in existing laws, rules and regulations;
9. Formulate and implement policies and procedures that would ensure the integrity and transparency of related party transactions; and
10. Establish and maintain an alternative dispute resolution system in the Bank that can amicably settle conflicts or differences between the corporation and its stockholders, and the corporation and third parties, including the regulatory authorities.

Deliverables

Ricardo G. Librea

Non-Executive Director

January 1, 2013

Replaced by Independent Director Chief Justice Reynato Puno to comply with the required minimum number of independent directors.

(i) Executive Directors

Election of all directors is held every year, unless a vacancy occurs within the year, which shall be filled up immediately.

The Nominations Sub-Committee prescreens the qualifications and prepares a final list of candidates. There is a screening policy and parameters in place for the effective review of the qualifications of the directors.

Election of directors is held every year.

The Nominations Sub-Committee prescreens the qualifications and prepares a final list of candidates. There is a screening policy and parameters in place for the effective review of the qualifications of the directors.

Consequently, submitted to the Monetary Board of the BSP are the following requirements necessary for the confirmation of the election -

1. Biographical Data Sheets of Directors - with all the educational background, business experience and trainings of directors;
2. Fit and Proper Rule Certification - attesting that they have all the qualifications and none of disqualifications required of directors for banks; and
3. Acknowledgment Receipt of their duties and responsibilities.

1. Holder of at least one (1) share of stock of the corporation;
2. He shall be at least a college graduate or have sufficient experience in managing the business to substitute for such formal education;
3. He must have attended a special seminar for board of directors conducted or accredited by the Bangko Sentral. Incumbent directors as well as those who will be elected after the approval of Circular No. 296 must attend said seminar within a period of six (6) months from the date of this circular or from the date of their election, as the case may be;
4. He shall be at least twenty-five (25) years old or the minimum age requirement for Directors by the BSP;
5. He must be fit and proper for the position of a director of the bank or subsidiary corporation, as the case may be under the terms and conditions required by Bangko Sentral. In determining whether a person is fit and proper for the position of a director, the following matters must be considered:
   • integrity/probity;
   • competence;
   • education;
   • diligence; and
   • experience/training
6. He shall be assiduous.

(ii) Non-Executive Directors

(iii) Independent Directors

The Nominations Sub-Committee prescreens the qualifications and prepares a final list of candidates. There is a screening policy and parameters in place for the effective review of the qualifications of the directors.

After the nomination, the Nominations Sub-Committee prepares a final list of candidates containing all the information about all the nominees for independent directors, as required by law and makes them available in the Preliminary Information Statement for submission to the SEC and PSE. The name of the person or group of persons who recommended the nomination of the independent director shall be identified in such report including any relationship with the nominee. Only nominees whose names appear on the final of candidates shall be eligible for election as independent directors. No other nominations shall be entertained after the final list of candidates shall have been prepared. No further nominations shall be entertained or allowed on the floor during the actual stockholders'/ memberships' meeting.

Consequently, submitted to the Monetary Board of the BSP are the following requirements necessary for the confirmation of the election -

1. Biographical Data Sheets of Directors - with all the educational background, business experience and trainings of directors;
2. Fit and Proper Rule Certification - attesting that they have all the qualifications and none of disqualifications required of directors for banks; and
3. Acknowledgment Receipt of their duties and responsibilities.
4. Certification that they have the qualifications and none of disqualifications as independent directors.

Aside from the qualifications required of a regular director, an independent director must also be a person who -

1. Is not or has not been an officer or employee of the Bank, its subsidiaries or affiliates or related interests during the past three (3) years counted from the date of his election;
2. Is not a director or officer of the related companies of the Bank's majority stockholder;
3. Is not a majority shareholder of the Bank, any of its related companies, or of its majority shareholder;
4. Is not a relative within the fourth degree of consanguinity or affinity, legitimate or common-law of any director, officer or majority shareholder of the Bank, or any of its related companies;
5. Is not acting as a nominee or representative of any director or substantial shareholder of the bank any of its related companies or any of its substantial shareholders; and
6. Is free from any business or other relationship with the institution or any of its major stockholders which could materially interfere with the exercise of his judgment, i.e., has not engaged and does not engage in any transaction with the Bank, any of its related companies or any of its substantial shareholders, whether by himself or with other persons or through a firm of which he is a partner or a company of which he is a director or substantial shareholder, other than transactions which are conducted at arm's length and could not materially interfere or influence with the exercise of his judgments.

(i) Executive Directors

Re-appointment process shall follow the process for nomination and election of directors.

For a director to be re-appointed he must possess all the qualifications and none of the disqualifications of a director as provided above.

(ii) Non-Executive Directors

Re-appointment process shall follow the process for nomination and election of directors.

For a director to be re-appointed he must possess all the qualifications and none of the disqualifications of a director as provided above.

(iii) Independent Directors

Re-appointment process shall follow the process for nomination and election of directors.

For a director to be re-appointed he must possess all the qualifications and none of the disqualifications of a director as provided above.

(i) Executive Directors

A director permanently disqualified shall be removed from office in accordance with Sec. 28 of the Corporation Code,

Section 28 of the Corporation Code:

Sec. 28. Removal of directors or trustees. - Any director or trustee of a corporation may be removed from office by a vote of the stockholders holding or representing at least two-thirds (2/3) of the outstanding capital stock, or if the corporation be a non-stock corporation, by a vote of at least two-thirds (2/3) of the members entitled to vote: Provided, That such removal shall take place either at a regular meeting of the corporation or at a special meeting called for the purpose, and in either case, after previous notice to stockholders or members of the corporation of the intention to propose such removal at the meeting. A special meeting of the stockholders or members of a corporation for the purpose of removal of directors or trustees, or any of them, must be called by the secretary on order of the president or on the written demand of the stockholders representing or holding at least a majority of the outstanding capital stock, or, if it be a non-stock corporation, on the written demand of a majority of the members entitled to vote. Should the secretary fail or refuse to call the special meeting upon such demand or fail or refuse to give the notice, or if there is no secretary, the call for the meeting may be addressed directly to the stockholders or members by any stockholder or member of the corporation signing the demand. Notice of the time and place of such meeting, as well as of the intention to propose such removal, must be given by publication or by written notice prescribed in this Code. Removal may be with or without cause: Provided, That removal without cause may not be used to deprive minority stockholders or members of the right of representation to which they may be entitled under Section 24 of this Code.

CG Manual, Article II (C)

Without prejudice to specific provisions of law prescribing disqualifications for directors, the following are permanently disqualified from becoming directors:

1. Any person finally convicted judicially of an offense involving moral turpitude or fraudulent act or transgressions;
2. Any person finally found by SEC or a court or other administrative body to have willfully violated, or willfully aided, abetted, counseled, induced or procured the violation of, any provision of the Securities Regulation Code, the Corporation Code, or any other law administered by the SEC or the BSP, or any rule, regulation or order of the SEC or the BSP;
3. Any person judicially declared to be insolvent, spendthrift or incapacitated to contract;
4. Any person finally found guilty by a foreign court or equivalent financial regulatory authority of acts, violations or misconduct similar to any of the acts, violations or misconduct listed in the foregoing paragraphs;
5. Conviction by final judgment of an offense punishable by imprisonment for a period exceeding six (6) years, or a violation of the Corporation Code, committed within five (5) years prior to the date of his election orappointment; and
6. Directors, officers or employees of closed banks/quasi-banks/trust entities who were responsible for such institution's closure as determined by the Monetary Board.

(ii) Non-Executive Directors

(iii) Independent Directors

The same as the criteria for executive and non-executive directors.

(i) Executive Directors

Directors elected or appointed without possessing the qualifications abovementioned or possessing any of the disqualifications as enumerated herein, shall vacate their respective positions immediately.

Temporary
(disqualified for a specific/indefinite period of time)

1. Refusal to fully disclose the extent of his business interest as required under the Securities Regulation Code and its Implementing Rules and Regulations, other provision of law or of a circular, memorandum or rule or regulation of the BSP. This disqualification shall be in effect as long as his refusal persists;
2. Absence or non-participation for whatever reason/s for more than fifty percent (50%) of all meetings, both regular and special, of the Board of Directors during his incumbency, or any twelve (12) month period during said incumbency. This disqualification applies for purposes of the succeeding election;
3. Dismissal/termination from directorship in another listed bank for cause. This disqualification shall be in effect until he has cleared himself of any involvement in the alleged irregularity;
4. Persons who are delinquent in the payment of their obligations as defined hereunder:
   1. a. Delinquency in the payment of obligations means that an obligation of the Director with the Bank or any of its subsidiaries, or at least two obligations with other banks/financial institution, under different credit lines or loan contracts, are past due pursuant to Secs. X306 of the Manual of Regulations for Banks, and Sec. 4308Q of the Manual of Regulations for Non-Bank Financial Institutions ;
   2. b. Obligations shall include all borrowings from a Bank obtained by:
      1. A director for his own account or as the representative or agent of others or where he/she acts as a guarantor, indorser, or surety for loans from such financial institutions;
      2. The spouse or child under the parental authority of the director;
      3. Any person whose borrowings or loan proceeds were credited to the account of, or used for the benefit of a director;
      4. A partnership of which a director or his/her spouse is the managing partner or a general partner owning a controlling interest in the partnership; and
      5. A corporation, association or firm wholly-owned or majority of the capital of which is owned by any or a group of persons mentioned in the foregoing Items (i),(ii) and (iv);
         This disqualification shall be in effect as long as the delinquency persists.
5. Persons convicted for offenses involving dishonesty, breach of trust or violation of banking laws but whose conviction has not yet become final and executory;
6. Directors and officers of closed banks/quasi-banks/trust entities pending their clearance by the Monetary Board;
7. Directors disqualified for failure to observe/discharge their duties and responsibilities prescribed under existing regulations. This disqualification applies until the lapse of the specific period of disqualification or upon approval by the Monetary Board on recommendation by the appropriate supervising and examining department of such directors' election/ reelection;
8. Directors who failed to attend the special seminar for board of directors required under item 3 of subsecs. X141.2/4141Q.2. This disqualification applies until the director concerned had attended such seminar;
9. Persons dismissed/terminated from employment for cause. This disqualification shall be in effect until they have cleared themselves of involvement in the alleged irregularity;
10. Persons with derogatory records with the National Bureau of Investigation (NBI), court, police, interpol and monetary authority (central bank) of other countries (for foreign directors and officers) involving violation of any law, rule or regulation of the Government or any of its instrumentalities adversely affecting the integrity and/or ability to discharge the duties of the Bank. This disqualification applies until they have cleared themselves of involvement in the alleged irregularity;
11. Being under preventive suspension by UBP or any of its subsidiaries;
12. If the independent director becomes an officer or employee of UBP or any of its subsidiaries, he shall be automatically disqualified from being an independent director; and
13. Conviction that has yet become final referred to in the grounds for the disqualification of directors.

(ii) Non-Executive Directors

Directors elected or appointed without possessing the qualifications abovementioned or possessing any of the disqualifications as enumerated herein, shall vacate their respective positions immediately.

(iii) Independent Directors

Directors elected or appointed without possessing the qualifications abovementioned or possessing any of the disqualifications as enumerated herein, shall vacate their respective positions immediately.

The same as above. In addition, not possessing any of the qualifications of an independent director disqualifies him as such.

(i) Executive Directors

Section 28 of the Corporation Code:

Sec. 28. Removal of directors or trustees. - Any director or trustee of a corporation may be removed from office by a vote of the stockholders holding or representing at least two-thirds (2/3) of the outstanding capital stock, or if the corporation be a non-stock corporation, by a vote of at least two-thirds (2/3) of the members entitled to vote: Provided, That such removal shall take place either at a regular meeting of the corporation or at a special meeting called for the purpose, and in either case, after previous notice to stockholders or members of the corporation of the intention to propose such removal at the meeting. A special meeting of the stockholders or members of a corporation for the purpose of removal of directors or trustees, or any of them, must be called by the secretary on order of the president or on the written demand of the stockholders representing or holding at least a majority of the outstanding capital stock, or, if it be a non-stock corporation, on the written demand of a majority of the members entitled to vote. Should the secretary fail or refuse to vote. Should the secretary fail or refuse to call the special meeting upon such demand or fail or refuse to give the notice, or if there is no secretary, the call for the meeting may be addressed directly to the stockholders or members by any stockholder or member of the corporation signing the demand. Notice of the time and place of such meeting, as well as of the intention to propose such removal, must be given by publication or by written notice prescribed in this Code. Removal may be with or without cause: Provided, That removal without cause may not be used to deprive minority stockholders or members of the right of representation to which they may be entitled under Section 24 of this Code.

Possession of the grounds for permanent disqualifications and those provided under applicable laws.

(ii) Non-Executive Directors

Possession of the grounds for permanent disqualifications and those provided under applicable laws.

(iii) Independent Directors

Possession of the grounds for permanent disqualifications and those provided under applicable laws.

(i) Executive Directors

Reinstatement process shall follow the process for nomination and election of directors.

For a director to be reinstated he must possess all the qualifications and none of the disqualifications of a director as provided above.

(ii) Non-Executive Directors

Reinstatement process shall follow the process for nomination and election of directors.

For a director to be reinstated he must possess all the qualifications and none of the disqualifications of a director as provided above.

(iii) Independent Directors

Reinstatement process shall follow the process for nomination and election of directors.

For a director to be reinstated he must possess all the qualifications and none of the disqualifications of a director as provided above.

(i) Executive Directors

The Bank removes a director either permanently or temporarily.

(ii) Non-Executive Directors

(iii) Independent Directors

Justo A. Ortiz

82.35%

Jon Ramon M. Aboitiz

82.42%

Vicente R. Ayllon

82.42%

Victor B. Valdepeñas

82.13%

Erramon I. Aboitiz

82.42%

Iker M. Aboitiz

82.42%

Stephen G. Paradies

82.42%

Juan Antonio E. Bernad

82.42%

Mayo Jose B. Ongsingco

82.42%

Ricardo G. Librea

82.13%

Emilio S. De Quiros, Jr.

82.42%

Eliza Bettina R. Antonino

82.42%

Daniel L. Edralin

82.42%

Armand F. Braun, Jr.

82.42%

Carlos B. Raymond, Jr.

82.42%

Justo A. Ortiz

September 11, 2012

ASEAN Corporate Governance Scorecard Philippine Launch

Institute of Corporate Directors, Securities and Exchange Commission and the Philippine Stock Exchange

May 30, 2012

Sustaining Change Through Values -Based Governance

Institute of Corporate Directors

February 2012

Enterprise Risk Management Forum - The Road Ahead

Aboitiz Equity Ventures

August to November 2012

AMLA & Information Security Awareness Online Refresher Course

Union Bank of the Philippines

September 26, 2012

November 21, 2012

Leaders Learning Circle

Union Bank of the Philippines

Jon Ramon M. Aboitiz

September 27, 2012

Economic Briefing by Leif Eskesen and Trin Nguyen of HSBC

HSBC

November 9-10, 2012

Board Retreat

Aboitiz Equity Ventures

2012

Ancillary Service Briefing

Aboitiz Equity Ventures

2012

Boardbooks User for Training

Aboitiz Equity Ventures

2012

AON Directors & Officers - Liability Insurance

Aboitiz Equity Ventures

Vicente R. Ayllon

June 9-13, 2012

2012 Annual MDRT Meeting

Anaheim, California

October 28 to November 2, 2012

26^th East Asian Insurance Congress

Kuala Lumpur, Malaysia

Victor B. Valepeñas

May 30, 2012

Institute of Corporate Directors 9th Annual Dinner

"Sustaining Change Through Values -Based Governance"

Institute of Corporate Directors

2012

Learners' Circle

Union Bank of the Philippines

2012

Enterprise Risk Management

Union Bank of the Philippines

September 11, 2012

ASEAN Corporate Governance Scorecard Philippine Laumch, Mandarin Oriental

Institute of Corporate Directors, ISA

Erramon I. Aboitiz

September 27, 2012

Economic Briefing by Leif Eskesen and Trin Nguyen of HSBC

HSBC

November 9-10, 2012

Board Retreat

Aboitiz Equity Ventures

2012

Ancillary Service Briefing

Aboitiz Equity Ventures

2012

Boardbooks User for Training

Aboitiz Equity Ventures

2012

AON Directors & Officers - Liability Insurance

Aboitiz Equity Ventures

Iker M. Aboitiz

September 27, 2012

Economic Briefing by Leif Eskesen and Trin Nguyen of HSBC

HSBC

2012

Ancillary Service Briefing

Aboitiz Equity Ventures

2012

Boardbooks User for Training

Aboitiz Equity Ventures

2012

AON Directors & Officers - Liability Insurance

Aboitiz Equity Ventures

Stephen G. Paradies

2012

Ancillary Service Briefing

Aboitiz Equity Ventures

2012

Boardbooks User for Training

Aboitiz Equity Ventures

2012

AON Directors & Officers - Liability Insurance

Aboitiz Equity Ventures

2012

Enterprise Risk Management Forum

Aboitiz Equity Ventures

Juan Antonio E. Bernad

2012

Ancillary Service Briefing

Aboitiz Equity Ventures

2012

Boardbooks User for Training

Aboitiz Equity Ventures

2012

AON Directors & Officers - Liability Insurance

Aboitiz Equity Ventures

Mayo Jose B. Ongsingco

March 27-28, 2012

Euromoney Phils. Investment Forum

Euromoney Conferences

May 16 - 17, 2012

InsuranceCom Asia 2012 Conference

InsuranceCom Asia (Hong Kong)

September 7, 2012

Association of Insurers and Reinsurers of Developing Countries (AIRDC) Seminar

AIRDC

September 11, 2012

MAP International CEO Conference

Management Assoc. of the Philippines

September 25, 2012

The Asset 7th Philippine Forum

The Asset

Emilio S. De Quiros, Jr.

2012

Asia Mining Congress

2012

ISSA Forum for Technical Commissions - Geneva, Switzerland

ISSA

2012

ISSA Social Security Forum for Asia & the Pacific - Seoul, Korea

ISSA

Carlos B. Raymond, Jr.

July 31 and August 1, 2012

Corporate Governance Seminar

Institute of Corporate Directors

July 31 and August 1, 2012

Orientation to UnionBank's Key Units & Business Segments

Union Bank of the Philippines

Justice Reynato S. Puno (ret.)

2012

Corporate Governance Seminar

San Miguel Brewery Hongkong Ltd.

Business Conduct & Ethics

Directors

Senior Management

Employees

The Bank's Manual on Corporate Governance (CG Manual), Art. II (A)

x x x

2. A director, officer or employee of the Bank should not use his position to profit or gain some benefit or advantage for himself and/or his related interests to the detriment of the Bank. He should avoid situations that may compromise his impartiality.

Code of Conduct, Secs. 1.1.8 and 1.1.13

Sec. 1.1.8 - Every employee must avoid circumstances in which his personal interests, financial or otherwise, or relationships with Bank customers, conflict, or may appear to conflict, with the interests of UnionBank. Situations that may lead to actual or apparent conflict include, but are not limited to:

1. Participating in decisions to do business with customers or suppliers in which you, a close family member, or a friend has an interest or from which personal benefit may accrue, unless there is proper disclosure, and final approval is given by a higher authority, or someone belonging to the same level in the organization as you, who is properly authorized to give such final approval;
2. Business done with UnionBank only through friendship, family ties, giving or receiving gifts, or to gain favor;
3. Misuse of UnionBank's name for personal benefit;
4. Investments and other financial transactions by UnionBank employees for their own account; these may be done as long as those investments and other financial transactions do not involve a conflict of interest with the activities of UnionBank. Employee investment decisions must be based solely on publicly available information.

If an employee is unsure if a circumstance that he finds himself in involves a conflict of interest, he should disclose this to his supervisor, who may consult the appropriate Management unit to assist in resolution.

(b) Conduct of Business and Fair Dealings

CG Manual, Art. II (E) (1)

It is the duty of directors to conduct fair business transaction with the corporation and to ensure that personal interest does not bias Board decisions.

Code of Conduct

1.1. STANDARDS OF PERSONAL CONDUCT

1.1.1. Compliance with UnionBank's Code of Conduct

Every employee is responsible for his own compliance with the Code of Conduct and all other Bank policies, as well as laws and regulations. Supervisors and managers have additional responsibility to help their staff understand and apply these, and to maintain an environment that promotes consistent compliance.

1.1.2. Compliance with the law

Every employee must comply with the letter and intent of the law at all times.

1.1.7. Confidential information

All employees must avoid intentional or unintentional disclosure of sensitive or confidential information. Such information should be used only in connection with their job responsibilities. Sensitive or confidential information may only be shared in the following circumstances:

1. With other UnionBank employees who have a need and are authorized to have this knowledge;
2. With third parties where this has been authorized in writing by the customer, UnionBank employee, supplier or other owner of the information;
3. Pursuant to a statute or regulation, a court order or other legal process.

1.1.11. Investments/personal finances/insider information

UnionBank strictly prohibits any officer or employee of the Bank, whenever and in whatever capacity employed, from trading for his account, or for the profit of family members or friends, on the basis of inside information. UnionBank also prohibits an officer or employee from disclosing inside information to another officer or employee or to persons outside UnionBank so that they may profit from such information.

Employees should exercise prudence in personal financial affairs and should avoid financial situations that could reflect unfavorably on the Bank or themselves. They should manage their finances with care, and in a manner consistent with employment in a fiduciary institution.

1.1.12. Activities outside UnionBank

UnionBank employees are discouraged from serving as directors, trustees, officers or advisors for outside for-profit organizations except in very special circumstances. Prior approval from Chairman/CEO, or President/COO, or any Center Head is required before one may accept such office, or any secondary employment. Such activities must not pose a conflict or the appearance of a conflict with the interests of UnionBank, nor interfere with the employee's ability to perform his UnionBank responsibilities, nor have an adverse impact on the business interests of the Bank.

UnionBank encourages employees to engage in volunteer work within their communities. This may involve non-profit, civic or professional organizations.

1.2. STANDARDS FOR PROTECTION OF BANK ASSETS

1.2.1. Use and safeguarding of UnionBank Assets

All assets owned by UnionBank shall be used solely for its business. They must not be used for personal benefit or personal consumption, except where permitted by UnionBank. However, supervisors may allow a de minimis personal use of Bank assets, such as occasional typing of a personal letter, where the expense to the Bank is so small that accounting for the use would be unreasonable, administratively impracticable or counterproductive.

Every employee is responsible for safeguarding Bank assets under his control. Copyright, trademark or patent protection should be obtained for proprietary ideas, products and services where applicable.

Assets referred to herein include physical property, intellectual property (e.g., computer programs and models), services, customer information and business plans. Copying, selling or distributing information, software and other forms of intellectual property in violation of license agreements is strictly prohibited.

1.3. STANDARDS FOR DEALING WITH CO-EMPLOYEES

1.3.1. Courtesy and respect

Employees of UnionBank should deal with their colleagues, whether superiors, peers, or subordinates, as well as with the Bank's customers and suppliers, with courtesy and respect, without harassment, or physical or verbal abuse.

1.3.2. Objectivity and fairness

UnionBank adheres to the principles of objectivity and fairness in its relationship with its employees. Each employee is expected to do the same in his relationship with the Bank and his co-employees.

1.3.4. Open and honest communication

UnionBank employees must deal openly and honestly with each other.

UnionBank supports an "open door" management policy. The Bank is committed to discussing work-related concerns in a fair, prompt and impartial manner.

1.4. STANDARDS FOR WORKPLACE BEHAVIOR AND CONDITIONS

1.4.1. Diligence required of every employee

Every employee has the responsibility of performing his duties and responsibilities in accordance with the highest ethical and professional standards of the Bank with the diligence of a good father of a family.

The diligence of a good father of a family is that degree of diligence required of an employee to protect the Bank from loss or exposure to risk of loss just as a responsible father would to his family.

1.4.2. Attendance and punctuality

At UnionBank, being at work on time and being available during normal business hours are part of the Bank's commitment to its customers and co-workers.

All employees are required to be punctual and regular in their attendance, and to be at work during their working hours, except during authorized breaks.

1.5. STANDARDS FOR DEALING WITH CUSTOMERS

1.5.1. Know your customers

"Know your customer" is a basic tenet of business at UnionBank. Care must be exercised in selecting those with whom the Bank conducts business. Each business unit must have processes in place for checking the credit and character of its customers and counterparties. These processes must ensure ongoing monitoring of these customers and counterparties, to detect suspicious transactions during the entire period of the relationship. This includes, but is not limited to, suspicious repayments or pre-payments of loans, unusual or suspicious electronic wire transfer activity, misuse of letter of credit transactions, unusual or suspicious location of accounts and unusual number of accounts where not related to appropriate business activities.

UnionBank does not do business with criminals, including, but not limited to drug traffickers and money launderers.

1.5.2. Product and service quality

UnionBank is committed to quality and constantly strives to meet and exceed customers' expectations.

1.5.3. Responsibility to customers

UnionBank recognizes its obligation to be truthful and objective in its dealing with its customers. While the Bank is entitled to employ all fair and honest means to promote its products and services, it shall not, however, knowingly make false representations to customers.

1.5.4. Operating customer accounts

Employees will not operate or make entries to customer accounts unless the transactions are specifically approved by the customer, or appropriate general instructions have been provided by him. All transactions and services must be legal and comply with UnionBank's ethical standards and other policies.

Accounts for which customers request that UnionBank not send statements, or hold on to transaction documents and other correspondence are especially sensitive. Key functions should be segregated through dual control and positive client contact should be established in a prescribed time frame.

1.6. STANDARDS FOR DEALING WITH SUPPLIERS

1.6.1. Objective evaluation of suppliers

All purchases of equipment, supplies and services for UnionBank shall be made on the basis of quality, utility and price offered by the vendor.

Purchasing decisions should be based on objective judgment of the vendor's reliability and integrity, and on the value of the relationship with the vendor, in view of short and long term considerations and objectives.

1.6.3. Responsibility to suppliers

UnionBank upholds the principles of truthfulness, fairness and respect in its dealings with its suppliers. While the Bank may actively negotiate for favorable terms with its suppliers, it shall not knowingly mislead them with respect to competitors' price and terms, the Bank's plans for future purchases, or other particulars of their transactions with the Bank. UnionBank shall not use its vantage position as customer of the supplier, to impose unfair conditions that could not have been obtained by negotiations in good faith, or commit acts or omissions that unjustly breach contractual obligations.

1.7. STANDARDS FOR DEALING WITH THE GOVERNMENT

1.7.1. Compliance with laws and regulations

It is UnionBank's policy to strictly comply with all relevant laws and government regulations. Every effort shall be exerted to ensure that regulatory requirements are complied with promptly. Special care must be applied in areas where the law is evolving or being extended to situations not previously covered.

1.7.2. Tax payment

Tax returns must be filed on a timely basis. The correct amount of taxes, if any, must be paid promptly.

1.8. STANDARDS FOR DEALING WITH THE PRESS

1.8.1. Public relations/press

It is UnionBank's intention to maintain open and consistent communications with the media.

To ensure the accuracy of all information provided, spokespeople are designated to respond to all inquiries. Except for designated spokespeople, individual employees should not respond on UnionBank's behalf to policy inquiries in any public forum, including the Internet, on-line services and the press.

All press inquiries should be forwarded immediately to the unit in charge of Public Relations, or to a designated spokesperson.

(c) Receipt of gifts from third parties

CG Manual, Art. II, (E) (6)

1) To conduct fair business transaction with the corporation and to ensure that personal interest does not bias Board decisions;

Code of Conduct

1.1.9. Receiving gifts and other inducements

Employees of UnionBank should not accept gifts - anything of value, such as an item, a service, free vacation trips, personal use of a vehicle, use of a vacation home, lavish entertainment, etc. - from customers or suppliers. Exceptions to this general rule may be made for gifts of nominal value (generally less than P5,000.00), as long as the gift was not given or received with corrupt intent and could not be perceived as such. Exceptions may only be granted by the Chairman/CEO, the President/COO, and any Center Head.

If a situation where refusing or returning the gift is truly impractical or would adversely affect the relationship, the employee may accept the gift and turn it over to UnionBank, which may then use it for any suitable purpose, such as for public display or raffle prize at company functions. Alternatively, the employee may have the gift appraised and make a donation in that amount to a charity, preferably one supported by the Bank. In every case, the employee must report the gifts received to his Compliance Officer.

CG Manual, Art. II (D) (3)

It is the duty of directors to ensure that the Bank complies with all relevant laws, regulations and codes of best business practices.

Code of Conduct

1.7.1. Compliance with laws and regulations

It is UnionBank's policy to strictly comply with all relevant laws and government regulations. Every effort shall be exerted to ensure that regulatory requirements are complied with promptly. Special care must be applied in areas where the law is evolving or being extended to situations not previously covered.

(e) Respect for Trade Secrets/Use of Non-public Information

CG Manual, Art. II, (E) (6)

It is the duty of directors to observe confidentiality.

Code of Conduct

1.2.2. Accuracy and completeness of data and records

The records, data and information owned, used and managed by UnionBank are required to be accurate, updated and complete at all times. Every employee is responsible for the integrity of information, records and reports under his control.

Financial information provided to UnionBank's shareholders, regulatory bodies and others must embody the highest standards of fairness and accuracy. Making false or misleading statements to anyone including internal or external auditors, Bank management, other UnionBank employees or regulators is strictly prohibited and constitutes a falsification of records.

1.2.3. Ownership rights to property

When an employee's employment with UnionBank ceases, whether as a result of retirement, resignation, termination, or otherwise, all rights to property (real, personal and intellectual) and information (including, but not limited to, customer lists, proprietary product designs, systems codes, contracts, product manuals) generated or obtained as part of the employment relationship, remain the exclusive property of UnionBank.

1.2.4. Use of UnionBank's name

UnionBank's name and reputation are Bank assets and should only be used in the furtherance of its business. This name should not be used for the benefit of others, or become associated with any illegal, harmful or improper purpose.

(f) Use of Company Funds, Assets and Information

CG Manual, Art. II, (E) (6)

1) To conduct fair business transaction with the corporation and to ensure that personal interest does not bias Board decisions;

x x x

6) It is the duty of directors to observe confidentiality.

Code of Conduct

1.1.7. Confidential information

All employees must avoid intentional or unintentional disclosure of sensitive or confidential information. Such information should be used only in connection with their job responsibilities. Sensitive or confidential information may only be shared in the following circumstances:

1. With other UnionBank employees who have a need and are authorized to have this knowledge;
2. With third parties where this has been authorized in writing by the customer, UnionBank employee, supplier or other owner of the information;
3. Pursuant to a statute or regulation, a court order or other legal process.

Sensitive or confidential information includes, but is not limited to:

• Customer information
• UnionBank proprietary information
• Internal management information systems, data, and reports
• Employee (present and past) records
• Information not available publicly
• Information arising from our dealings with regulators and government agencies
• Supplier/vendor information.

1.2.1. Use and safeguarding of UnionBank Assets

All assets owned by UnionBank shall be used solely for its business. They must not be used for personal benefit or personal consumption, except where permitted by UnionBank. However, supervisors may allow a de minimis personal use of Bank assets, such as occasional typing of a personal letter, where the expense to the Bank is so small that accounting for the use would be unreasonable, administratively impracticable or counterproductive.

Every employee is responsible for safeguarding Bank assets under his control. Copyright, trademark or patent protection should be obtained for proprietary ideas, products and services where applicable.

Assets referred to herein include physical property, intellectual property (e.g., computer programs and models), services, customer information and business plans. Copying, selling or distributing information, software and other forms of intellectual property in violation of license agreements is strictly prohibited.

CG Manual, Art. II (D) (3)

It is the duty of directors to ensure that the Bank complies with all relevant laws, regulations and codes of best business practices.

Code of Conduct

1.7.1. Compliance with laws and regulations

It is UnionBank's policy to strictly comply with all relevant laws and government regulations. Every effort shall be exerted to ensure that regulatory requirements are complied with promptly. Special care must be applied in areas where the law is evolving or being extended to situations not previously covered.

(h) Disciplinary action

Disqualification from office, whether permanently and temporarily.

Please see Part A (5) (b) above.

1.1.3. Administrative investigations

Employees are required to cooperate fully with investigations. Failure to do so may result in disciplinary action up to and including termination of employment.

3.3. INVESTIGATION AND DUE PROCESS

3.3.1. Duty to Report Violation

Everyone is tasked to report any actual or suspected violation of Bank's policies and procedures and the provisions of this Code, immediately upon discovery thereof, to his Unit's Compliance Officer (i.e., RSOO; Group/Division Head). Alternatively, the employee may report the incident to any of the following:

1. Operations Controller;
2. Internal Audit Division; or
3. HRG/HRS

1.1.4. Reporting actual and potential infractions or risks

An employee who knows or suspects an actual or possible violation of a law, regulation, this Code of Conduct or any UnionBank policy, or who is aware of any condition that creates undue material risk to the Bank should promptly report the same to his or her supervisor. Alternatively, the employee may report the incident or condition to any of the following:

1. The next higher level of Management
2. Operations Controller
3. Internal Audit Division
4. Human Resource Group/Human Resource Services (HRG/HRS)

The following categories of actual or potential violations must be reported to Internal Audit Division:

• Violations where the financial loss or risk of loss amounts to P300,000.00 or above
• Fraud, or other deceits or machinations, whether or not there is loss or risk of loss

1.1.5. Protection for employees who report infractions or risks

No employee who reports an actual or suspected violation of law, regulation, this Code of Conduct, or any UnionBank policy, or a condition that creates undue material risk to the Bank will be retaliated against as a result of having made the report. Questions concerning protection for such an employee should be addressed to the appropriate Compliance Officer or the Human Resource Head.

1.1.6. Rules on disclosure of own violation

The following rules shall apply whenever an employee reports an infraction committed, or an undue material risk to the Bank that is caused by himself. They do not apply, however, to cases where the infraction committed involves fraud or dishonesty:

1. Any financial gain that he may have obtained as a result of the infraction or condition shall be immediately delivered to the Bank.
2. If no actual loss is suffered by the Bank as a result of the infraction or condition, or if potential loss created thereby is promptly neutralized, the incident shall have no adverse effect on the employee's performance appraisal or promotion, nor shall it be a ground to impose any penalty on the employee.
3. If actual loss is suffered by the Bank as a result of the infraction or condition, or potential loss is not promptly neutralized, the incident shall have adverse effect on the employee's performance appraisal and/or promotion as warranted by this Code of Conduct, and/or may be used as basis to impose such penalties allowed to be imposed by this Code, but such adverse effect and/or penalties shall be mitigated as may be appropriate under the circumstances.
4. The Bank reserves the right not to apply the foregoing rules, or to modify the same with respect to particular employees who commit the same infraction or cause the same undue material risk to the Bank, repeatedly.

(j) Conflict Resolution

Directors shall attempt in good faith to resolve any conflict that may arise between them relating to their rights and responsibilities provided in the Articles of Incorporation, By-Laws and this Manual.

The same. If the conflict involves violations of the Code of Conduct or any of the Bank's policies, it shall be resolved in accordance with administrative investigation process.

(1) Parent Company

CG Manual, Article IV (B) Related Party Transactions

1. Related party transactions shall mean any transactions between and among the Bank and its joint ventures, subsidiaries, associates, affiliates, major stockholders, officers and directors, including their spouses, or relatives within the first degree of consanguinity or affinity, or by legal adoption, and of interlocking director relationships by members of the Board.
2. In the ordinary course of business, the Bank may have loans, deposits and other transactions with its certain directors, officers, stockholders and related interests (DOSRI). These transactions shall all be dealt with pursuant to the Bank's Procedural Guidelines for Monitoring Related Party Transactions, duly approved by the Board of Directors.
3. It is the policy of the Bank to ensure that related party transactions are all entered into on arm's length standard. These transactions shall only be made and entered into substantially on the same terms and conditions as transactions with other individuals and businesses of comparable risks. These transactions shall likewise go through the same process applicable to ordinary or unrelated party transactions as set forth in the Bank's Purchasing Guidelines.
4. In addition to the existing policies of the Bank and other applicable rules and regulations, the following provisions of the Corporation Code shall also apply:
   
   A contract of the Bank with one or more of its directors or officers is voidable, at the option of the Bank, unless all the following conditions are present:
   1. That the presence of such director in the board meeting in which the contract was approved was not necessary to constitute a quorum for such meeting;
   2. That the vote of such director was not necessary for the approval of the contract;
   3. That the contract is fair and reasonable under the circumstances; and
   4. That in case of an officer, the contract has been previously authorized by the Board of Directors.
   Where any of the first two conditions set forth in the preceding paragraph is absent, in the case of a contract with a director, such contract may be ratified by the vote of the stockholders representing at least two-thirds (2/3) of the outstanding capital stock in a meeting called for the purpose; provided, that full disclosure of the adverse interest of the director involved is made at such meeting; provided, however, that the contract is fair and reasonable under the circumstances.
5. To ensure the integrity and transparency of related transactions, all material transactions shall be reported under the applicable accounting rules, and other rules and regulations of the BSP and the SEC.

(2) Joint Ventures

(3) Subsidiaries

(4) Entities Under Common Control

(5) Substantial Stockholders

(6) Officers including

spouse/children/siblings/parents

(7) Directors including

spouse/children/siblings/parents

(8) Interlocking director relationship of Board of Directors

Name of Director/s

None

Name of Officer/s

None

Name of Significant Shareholders

None

Company

CG Manual, Article IV (A), Governance Policy on Conflict of Interest

The Bank recognizes that related-party transactions and other similar situations may present a risk of conflict of interest and/or improper valuation, or a perception thereof.

Directors, officers, and employees owe a fiduciary duty to the Bank and must therefore avoid any actual or apparent conflict of interest with it.

The Bank has therefore adopted pertinent regulations and policies of the BSP, the SEC and other regulatory agencies in connection with conflict of interest and related party transactions.

A. Conflict of Interest

1. A conflict of interest exists when the personal, business or other related interest of a director, officer or employee adversely interfere in any way, or could reasonably be perceived to adversely interfere, with that of the Bank.
2. A director, officer or employee of the Bank should not use his position to profit or gain some benefit or advantage for himself and/or his related interests to the detriment of the Bank. He should avoid situations that may compromise his impartiality.
3. It is mandatory for all incoming directors and officers of the Bank to disclose under oath, as part of their pre-appointment/pre-employment requirements, a schedule of existing business establishments where they and their related parties have equity interests.
4. All employees of the Bank shall, pursuant to Bank's Code of Conduct, declare annually that he has not been involved in any circumstance constituting a conflict of interest. If an employee is unsure if a circumstance that he finds himself in involves a conflict of interest, he shall disclose this to his supervisor, who may consult the appropriate Management unit to assist in resolution. The provisions of the Code of Conduct on conflict of interest shall also be applicable and are hereby adopted as an integral part of this Manual.
5. If an actual or potential conflict of interest arises on the part of a director, officer or employee, he is mandated to fully and immediately disclose the same and should not participate in the decision-making process relating to the transaction.
6. A director or officer who has a continuing material conflict of interest should seriously consider resigning from his position. A conflict of interest shall be considered material if the director's or officer's or employee's personal or business interest is antagonistic to that of the corporation, or stands to acquire or gain financial advantage at the expense of the corporation.
7. Where a director, by virtue of his office, acquires for himself a business opportunity which should belong to the Bank or its subsidiaries, thereby obtaining profits to the prejudice of the latter, he must account to the latter for all such profits by refunding the same, unless his act has been ratified by a vote of the stockholders owning or representing at least two-thirds (2/3) of the outstanding capital stock. This provision shall be applicable, notwithstanding the fact that the director risked his own funds in the venture.

Group

None

None

None

Corporation & Stockholders

CG Manual, Article X-

The Bank and its stockholders shall attempt in good faith to resolve any conflict that may arise between them relating to their rights and responsibilities provided in the Articles of Incorporation, By-Laws and this Manual, before resorting to court action.

The Bank and its stockholders may opt to settle their conflicts through direct negotiation between them, without the intervention of a third party. If the parties believe that negotiation is not an efficient alternative mode of resolving their dispute, or it does not produce results satisfactory to them, they may opt for other modes of alternative dispute resolution which may include, among others, mediation and arbitration.

If either party believes that the conflict or controversy is not suitable for any alternative resolution mechanisms or if such other mechanisms do not produce results satisfactory to the parties, either party may proceed to court action.

Corporation & Third Parties

In the event of a conflict or controversy between the Bank and another party, including regulatory bodies, which also adheres and agrees to resort to alternative dispute resolution, the Bank undertakes to explore with that other party the resolution of their conflict through negotiation or other alternative mechanism, as agreed upon, before pursuing court action.

If either party believes that the conflict or controversy is not suitable for alternative resolution mechanisms or if such mechanisms do not produce results satisfactory to the parties, either party may proceed to court action.

Corporation & Regulatory Authorities

Chairman

Justo A. Ortiz

May 24, 2013

13

12

92

Vice Chairman

Jon Ramon M. Aboitiz

May 24, 2013

13

11

85

Vice-Chairman

Vicente R. Ayllon

May 24, 2013

13

11

85

Member

Victor B. Valdepeñas

May 24, 2013

13

13

100

Member

Erramon I. Aboitz

May 24, 2013

13

12

92

Member

Iker M. Aboitiz

May 24, 2013

13

9

69

Member

Stephen G. Paradies

May 24, 2013

13

9

69

Member

Juan Antonio E. Bernad

May 24, 2013

13

12

92

Member

Mayo Jose B. Ongsingco

May 24, 2013

13

13

100

Member

Emilio S. De Quiros, Jr.

May 24, 2013

13

12

92

Member

Eliza Bettina R. Antonino

May 24, 2013

13

13

100

Member

Daniel L. Edralin*

May 25, 2012

13

6

100

Independent

Armand F. Braun, Jr.

May 24, 2013

13

11

85

Independent

Carlos B. Raymond, Jr.

May 24, 2013

13

13

100

Independent

Chief Justice Reynato S. Puno (Ret.)

May 24, 2013

13

13

100

Member

Sabin Aboitiz**

May 24, 2013

13

6

75

Yes

/

No

Executive

Members of all board committees may always ask the Corporate Secretary for information they need to prepare in advance for the meetings of different committees. All directors are given portable electronic devices through which the materials are emailed directly to their email addresses.

Audit

Nomination

Remuneration

Corporate Governance

Risk Management

Market Risk

Operational

Trust

(1) Fixed remuneration

The Bank's Compensation and Remuneration Sub-Committee assists the Board of Directors in matters pertaining to the compensation & remuneration of Senior Management.

As one the key executive officers of the Bank, CEO receives salaries, bonuses and other standard bank benefits, as approved by the BSP, in accordance with the performance management philosophy of the Bank based on meritocracy or pay for performance.

The Bank's Compensation and Remuneration Sub-Committee assists the Board of Directors in matters pertaining to the compensation & remuneration of Senior Management.

As key executive officers of the Bank, key executive officers receive salaries, bonuses and other standard bank benefits, as approved by the BSP, in accordance with the performance management philosophy of the Bank based on meritocracy or pay for performance.

(2) Variable remuneration

None.

None

(3) Per diem allowance

None.

None

(4) Bonus

Please see item (1).

(5) Stock Options and other financial instruments

None.

None

(6) Others (specify)

None

None

Executive Directors

Executive directors are not compensated for services rendered as directors of the Bank. As officers of the Bank, they receive salaries, bonuses and other standard bank benefits, as approved by the BSP, in accordance with the performance management philosophy of the Bank based on meritocracy or pay for performance.

Executive directors of the Bank do not receive compensation as directors of the Bank.

Benchmarking with market is resorted to ensure that compensation or remuneration is aligned with industry.

Non-Executive Director

Non-executive directors receive only per diems of P60,000.00 for each attendance in meetings of the Board and P30,000.00 for committee meetings.

Non-executive directors do not receive compensation for services rendered.

--

Increase in Per Diems of non-executive and independent directors

• P60,000.00 per director for attendance in Board meetings.
• P60,000.00 per director-chairman or in the latter's absence, director presiding during committee meetings.
• P30,000.00 per director - member for attendance in committee meetings

May 27, 2011

Independent Directors' Retainer Fees

• P1,000,000.00 per year

May 27, 2011

As directors, they do not receive compensation for services rendered. They are compensated for services rendered as officers (the chairman & CEO and the president & COO) of the Bank.

None

None

None

None

None

Executive directors, i.e. Chairman of the Board who is also its Chief

Executive Officer, and President who is also the Chief Operating Officer receive P3,000.00 and P1,500.00, respectively, for each attendance in Board meetings and P3,000.00 for committee meetings.

The non-executive directors receive only per diems of P60,000.00 for each attendance in meetings of the Board and P30,000.00 for committee meetings.

None

None

None

None

None

None

None

None

--

Total

--

--

--

None

None

None

None

None

None

None

None

None

None

None

None

None

None

None

None

None

None

None

None

None

None

None

None

--

--

--

Justo A. Ortiz*

171,368,616.00

42,842,154.00

Victor B. Valdepenas*

Edwin R. Bautista

Eugene S. Acevedo

Jesus Roberto S. Reyes

Executive

1

1

Yes

- Approves credit transactions up to its approval limit as delegated by the BOD, including credit exceptions and limit exceptions.

- Approves the sale of ROPA up to its delegated limit.

- Reviews, deliberates and endorses to the BOD credit proposals and ROPA sales beyond its delegated limit.

Audit

2

Yes

-Provides oversight of the Bank's financial reporting and control, as well as the internal and external audit functions.

- Responsible for monitoring and evaluating the adequacy and effectiveness of the internal control system.

- Reviews governance, risk management and controls

Nomination

2

4

1

Yes

-Promulgates the guidelines and criteria governing its conduct of nomination, pre-screening, and selection of candidates for BOD and key officers of the Bank.

Remuneration

1

3

1

Yes

- Assists the Corporate Governance Committee and the Board of Directors by recommending and overseeing the implementation of a program of salaries and benefits for Directors and Senior Management.

Risk Management

1

5

1

Yes

-Develops and oversees risk management program as embodied in the RMC Charter

Trust

2

3

-

Yes

- In charge of the acceptance and closing of trust and other fiduciary accounts.

- Initially reviews assets placed under trustee's fiduciary's custody;

- The investment, reinvestment and disposition of funds or property;

-Reviews and approves of transactions between trust and/or fiduciary accounts; and

- Reviews trust and other fiduciary accounts at least once every twelve (12) months.

Market Risk

2

3

-

Yes

- Sets policies and standards for market risk identification and analysis, measurement, monitoring and control.

Operations Risk

2

3

1

Yes

-Sets policies and standards for identification, analysis, measurement, monitoring and control of operations risk.

Corporate Governance

1

4

2

Yes

- Makes recommendations on the study and evaluation of the structure, charter, policies and practices of the BOD and its committees and to address issues of Corporate Governance

- Ensures the Board's effectiveness and due observance of corporate governance principles and guidelines

Chairman (NED)

Mr. Jon Ramon M. Aboitiz

May 25, 2012

33

24

73

One year

Member (ED)

Mr. Justo A. Ortiz

May 25, 2012

33

31

94

One year

Member (NED)

Mr. Mayo Jose B. Ongsingco

May 25, 2012

33

23

74

One year

Member (ID)

Mr. Armand F. Braun, Jr.*

May 25, 2012

33

32

97

Nine (9) Months

Chief Justice Reynato S. Puno**

March 7, 2013

-

-

-

Two (2) months

Member (NED)

Mr. Erramon I. Aboitiz

May 25, 2012

33

24

73

One year

Member (NED)

Ms. Eliza Bettina R. Antonino

May 25, 2012

33

24

73

One year

Member (NED)

Mr. Daniel L. Edralin

May 25, 2012

33

29

88

One year

Chairman (ID)

Mr. Armand F. Braun, Jr.

May 25, 2012

15

15

100

One year

Member (NED)

Mr. Stephen G. Paradies

May 25, 2012

15

12

80

One year

Member (ID)

Mr. Carlos B. Raymond, Jr.

May 25, 2012

10

10

100

One year

Member (NED)

Mr. Ricardo G. Librea

May 25, 2012

13

13

100

Seven (7) months

Mr. Mayo Jose B. Ongsingco**

January 1, 2013

2

2

100

Five (5) months

Member (NED)

Ms. Eliza Bettina R. Antonino

May 25, 2012

15

11

73

One year

Chairman (NED)

Mr. Jon Ramon M. Aboitiz

May 25, 2012

2

2

100

One year

Member (ED)

Mr. Justo A. Ortiz

May 25, 2012

2

2

100

One year

Member (NED)

Mr. Erramon I. Aboitiz

May 25, 2012

2

1

50

One year

Member (ID)

Armand F. Braun, Jr.

May 25, 2012

2

2

100

One year

Member (NED)

Mr. Vicente R. Ayllon*

May 25, 2012

1

0

0

Seven (7) months

Member (NED)

Ms. Eliza Bettina R. Antonio

May 25, 2012

2

1

50

One year

Human Resources Director

Non-voting Member

Mr. Norberto M. Belen*

Ms. Michaela Sophia E. Rubio***

May 25, 2012

May 31, 2012

1

1

100

--

One Year

1

1

100

Chairman (NED)

Mr. Jon Ramon M. Aboitiz

May 25, 2012

1

1

100

One year

Member (ED)

Mr. Justo A. Ortiz

May 25, 2012

1

1

100

One year

Member (NED)

Mr. Vicente R. Ayllon

May 25, 2012

1

1

100

One year

Member (ID)

Mr. Carlos B. Raymond, Jr.

May 25, 2012

1

1

100

One year

Member (NED)

Mr. Erramon I. Aboitiz

May 25, 2012

1

1

100

One year

Chairman (NED)

Mr. Juan Antonio E. Bernad

May 25, 2012

12

12

100

One year

Member (ED)

Mr. Victor B. Valdepeñas

May 25, 2012

12

12

100

One year

Member (NED)

Mr. Mayo Jose B. Ongsingco*

Mr. Vicente Ayllon **

January 1, 2013

May 25, 2012

10

2

7

1

70

50

Seven (7) months

Five (5) monthes

Trust Officer Non-voting Member

Robert Rol Ramos

May 25, 2012

12

12

100

One year

Chairman (NED)

Mr. Erramon I. Aboitiz

May 25, 2012

12

9

75

One year

Member (ED)

Mr. Justo A. Ortiz

May 25, 2012

12

11

92

One year

Member (NED)

Mr. Mayo Jose B. Ongsingco

May 25, 2012

12

9

75

One year

Member (NED)

Mr. Daniel L. Edralin

May 25, 2012

12

11

92

One year

Member (ED)

Mr. Victor B. Valdepeñas

May 25, 2012

12

11

92

One year

Chairman (NED)

Mr. Jon Ramon M. Aboitiz

May 25, 2012

12

11

92

One year

Member (ED)

Mr. Justo A. Ortiz

May 25, 2012

12

12

100

One year

Member (NED)

Mr. Mayo Jose B. Ongsingco

May 25, 2012

12

9

75

One year

Member (ID)

Mr. Armand F. Braun, Jr.

May 25, 2012

12

12

100

One year

Member (NED)

Mr. Erramon I. Aboitiz

May 25, 2012

12

11

92

One year

Member (NED)

Mr. Emilio S. De Quiros, Jr.

May 25, 2012

12

4

33

One year

Member (NED)

Mr. Daniel L. Edralin

May 25, 2012

12

12

100

One year

Chairman (ID)

Mr. Carlos B. Raymond, Jr.

May 25, 2012

3

3

100

One year

Member (ED)

Mr. Justo A. Ortiz

May 25, 2012

3

3

100

One year

Member (NED)

Mr. Jon Ramon M. Aboitiz

May 25, 2012

3

2

67

One year

Member (NED)

Mr. Vicente R. Ayllon*

Mr. Ricardo G. Librea

January 1, 2013

May 25, 2012

1

3

0

2

0

67

Five (5) months

Seven (7) months

Member (ID)

Mr. Armand F. Braun, Jr.

May 25, 2012

3

2

67

One year

Member (NED)

Mr. Erramon I. Aboitiz

May 25, 2012

3

2

67

One year

Member (NED)

Mr. Emilio S. De Quiros, Jr.

May 25, 2012

3

2

67

One year

Executive

1. Mr. Vicente R. Ayllon

1. Alternate member of the Committee effective August 24, 2012.

2. Regular member of the Committee effective August 24, 2012

3. Replaced by Chief Justice Reynato S. Puno

4. Member of the Committee effective March 07, 2013.

Audit

Mr. Mayo Jose B. Ongsingco

Replaced Mr. Ricardo G. Librea effective January 01, 2013.

Trust

Mr. Vicente R. Ayllon

Operations Risk Management

Chief Justice Reynato S. Puno

Alternate member of the Committee effective March 07, 2013.

Corporate Governance

1.Mr. Carlos B. Raymond, Jr.

1. Chairman of the Committee effective July 27, 2012.

2. Mr. Stephen G. Paradies

2. Alternate member of the Committee effective October 24, 2012.

Board Committees- UnionBank of the Philippines

Composition

Function

Reporting Function

Limits

Board of Directors ("Board")

Fifteen (15) Directors, two of them are independent directors

- Responsible for the overall risk strategy of the bank.

- Establishes the strategic direction and risk taking capacity of the Bank and is responsible for approving risk management strategies, objectives and policies.

Shareholders

Not applicable

Executive Committee ("ExeCom")

Seven (7) members of the BOD, including the Chairman

- Approves credit transactions up to its approval limit as delegated by the BOD, including credit exceptions and limit exceptions.

- Approves the sale of ROPA up to its delegated limit.

- Reviews, deliberates and endorses to the BOD credit proposals and ROPA sales beyond its delegated limit.

Board of Directors

Credit Authority Limits:

Clean Limit: more than 30M up to 400M

Sale of ROPA

Real Estate: 10.0 MM and any sale with loss

Risk Management Committee ("RMC")

Seven (7) members of the BOD, including the Chairman and President (as an alternate member)

- Primarily responsible for the development and oversight of risk management program as embodied in the RMC Charter

Board of Directors

Not applicable

Market Risk Committee ("MRC")

Chairman, President and Three (3) other members of the BOD

- Responsible for setting policies and standards for market risk identification and analysis, measurement, monitoring and control.

Board of Directors

Not applicable

Operational Risk Management Committee ("ORMC")

Three (3) members of the BOD and Two (2) Senior Management officers

- Responsible for setting policies and standards for identification, analysis, measurement, monitoring and control of operations risk.

Board of Directors

Not applicable

Audit Committee ("AuditCom")

Five (5) members of the BOD, at least two of them are independent directors

-Providing oversight of the Bank's financial reporting and control, as well as the internal and external audit functions.

- Responsible for monitoring and evaluating the adequacy and effectiveness of the internal control system.

- Review of governance, risk management and controls.

Board of Directors

Not applicable

Corporate Governance Committee ("CorpGov Com")

Seven (7) members, comprised of six (6) members of the Board of Directors, two (2) of whom are independent directors; and one (1) member from the Bank's senior management

- Make recommendations on the study and evaluation of the structure, charter, policies and practices of the BOD and its committees and to address issues of Corporate Governance

- Ensures the Board's effectiveness and due observance of corporate governance principles and guidelines

Board of Directors

Not applicable

Nominations Sub-committee

(under the Corp. Governance Committee)

Three (3) voting members of the BOD, one of whom is an independent director, and one (1) non-voting member who is the Human Resources Director

-Promulgates the guidelines and criteria governing its conduct of nomination, pre-screening, and selection of candidates for BOD and key officers of the Bank.

Corporate Governance Committee

Board of Directors

Not applicable

Compensation and Remuneration Sub-Committee (under the Corp. Governance Committee)

Three (3) members of the BOD, one of whom is an independent director

- Tasked to assist the Corporate Governance Committee and the Board of Directors by recommending and overseeing the implementation of a program of salaries and benefits for Directors and Senior Management.

Corporate Governance Committee

Board of Directors

Not applicable

Trust Committee ("TrustCom")

Five (5) members: three are members of the BOD, President, Trust Officer

- In charge of the acceptance and closing of trust and other fiduciary accounts.

- Initial review of assets placed under trustee's fiduciary's custody;

- The investment, reinvestment and disposition of funds or property;

-The review and approval of transactions between trust and/or fiduciary accounts; and

- The review of trust and other fiduciary accounts at least once every twelve (12) months.

Board of Directors

Not applicable

Rainier C. Agacita

Transferred to another company

Chester P. del Prado

Resigned to have a long break from work

Raymond V. Custodio

Transferred to another company

The following tables shows the main audit plan coverage for 2012 and the statuses as of December 31, 2012. As of report date, all are completed.

N/A

No material findings noted in 2012.

Risk-based auditing is being implemented. To ensure that high risk areas are being covered, inputs from Senior Management are being considered. With the implementation of the Enterprise Risk Management (ERM), risk-based auditing implementation will further be improved as the Internal Audit will adopt the outputs of the ERM in determining the areas to focus on. Utilizing the outputs of ERM will also increase efficiency as the planning process will be shortened.

The following documents contain the internal audit controls, policies and procedures that govern the Internal Audit activities and they are based on the ISPPIA:

• Internal Audit Charter - defines our roles and responsibilities. It ensures as well our independence.
• Personnel-related policies - include Job descriptions/Duties and Responsibilities that document the expectations from each level of auditor; and qualifications for each auditor level.
• Audit planning and reporting - describes our process from planning up to reporting to the Board of Directors.
• Fraud investigation - contains the duties and responsibilities of Internal Audit in relation to fraud investigation. It also describes the required reporting procedure.
• Corporate Governance - contains the duties and responsibilities of Internal Audit in relation to the Corporate Governance.
• Advisory/consulting engagements - describes the advisory/consulting activities that Internal Audit may provide and the requirements from the Internal Audit from planning up to reporting with regard to the advisory/consulting activities.
• Service level agreement - contains provisions defining the expectations from Internal Audit and from the audit clients.
• Coordination with external related parties - guides the auditor on the coordination of audit activities with other assurance providers in order to ensure adequate audit coverage and to minimize duplicate efforts.
• Quality Assurance & Improvement Program (QAIP) - designed to provide reasonable assurance to the various stakeholders of the Internal Audit activity that Internal Audit: (1) performs its work in accordance with its Charter, which is consistent with The Institute of Internal Auditors International Standards for the Professional Practice of Internal Auditing (Standards) and Code of Ethics; (2) operates in an effective and efficient manner; and (3) is perceived by stakeholders as adding value and improving Internal Audit's operations.
• Manual deviations, review and updates - contains the policies on ensuring that the manual is followed by the auditors. It also includes the provision for the regular review and updating of the Audit Manual.
• - A compilation of the standard audit programs - We refer to these audit programs but we may modify them to suit the audit objectives of the engagement that will be executed.

Based on our last self-assessment, Internal Audit generally conforms to the established audit policies and procedures (which are aligned with the International Standards for the Professional Practice of Internal Auditing (ISPPIA)).

Internal Audit functionally reports to the Audit Committee. Maintenance of its independence is also addressed in its charter and Audit Manual.

For external auditor, we check who the partners are in the auditing firm being considered. They should not have relationships with the owner/stakeholders of the Bank that may impair their independence. The selection of the external auditor is subject to the approval of the Audit Committee.

The Bank's Investor Relations Office reviews reports and write-ups prepared by Financial Analysts, Investment Banks and Rating Agencies for accuracy and consistency of financial information, and for protection of confidential and sensitive information. Discussions on financial performance and strategic direction are meant to provide deeper appreciation and understanding of the Bank's unique culture and competitive advantages, resulting from conduct of competitor scan and benchmarking exercises, and are neither meant to influence or change perceptions / opinions nor insinuate growth or earnings potential to achieve favorable rating / assessment.

Customers' welfare

The Bank recognizes its obligation to be truthful and objective in its dealing with its customers. While it is entitled to employ all fair and honest means to promote its products and services, it does not, however, knowingly make false representations to customers. All employees of the Bank deal with its depositors and customers in a manner that creates value for them through appropriate and sound banking practices.

The Bank is cognizant of, and consistently observes the Bank Secrecy Law, Anti-Money Laundering Act, and other laws governing the banking industry.

The Bank provides in its website information on consumer protection such as safe surfing guidelines and other security awareness information for its depositors and customers.

The Bank provides in its website information on consumer protection such as safe surfing guidelines and other security awareness information for its depositors and customers.

Several activities were also conducted to promote customers' welfare -

1. Economic Briefing for Valued Clients, "Ensuring Success Amidst Global Challenges - July 17, 2012
2. UnionBank supports GSIS Pensioners' Day - 2012
3. UTalk-Kasosyo sa Asenso - April 13, 2012

The following information campaigns are for the protection of customer are also found in the Bank's website -

1. Safe Surfing Guidelines
2. Eye Opener for UnionBank Clients
3. Weblinking Practices
4. Consumer Protection

Supplier/contractor selection practice

The Bank upholds the principles of truthfulness, fairness and respect in its dealings with its suppliers. It continues to build and maintain good relations with them, honoring agreements which are entered into in conformity with the law and public policy.

All purchases of equipment, supplies and services for the Bank are made on the basis of quality, utility and price offered by the vendor. While the Bank may actively negotiate for favorable terms with its suppliers, it does not knowingly mislead them with respect to competitors' price and terms, its plans for future purchases, or other particulars of their transactions. The Bank does not use its vantage position as customer of the supplier, to impose unfair conditions that could not have been obtained by negotiations in good faith, or commit acts or omissions that unjustly breach contractual obligations.

Environmentally friendly value-chain

The Bank is an environment-sensitive organization. It is committed to environmental protection especially in areas encompassed by its business operations. Through the years, it has provided and promoted programs advocating environment preservation and supports activities for advancing environment awareness and protection.

In 2012, the Bank held activities espousing environment protection awareness among employees, e.g., Think Green, Go Green - Tree Planting in Manila & Cebu. Brown bag sessions were organized to discuss climate change and earth hour.

Community interaction

The Bank keeps its duty to the public to provide banking services and products suitable to their needs. It will continuously uphold its commitment to meaningful and efficient services carried out in its realm of strong governance standards.

The Corporate Philanthropy and Social Responsibility (CPSR) Unit of the Bank is the implementing body of its commitment to making the difference for the community with the purpose of connecting with and enabling society.

The Bank's CPSR's flagship program is the UnionBank Learning System: Developmental Reading Integrated with Values Education for Good Citizenship.

In 2012, CPSR's programs, include among others, Classrooms / School Building Donation to Barugo National High School, Leyte; Relief Assistance for Habagat Victims; Donation for 100 houses in Xavier Ecoville, Lumbia, CDO City for Typhoon Sendong Beneficiaries.

Other activities showing interaction with community are, Giving Goes Social and Books for U Donation Drive.

Anti-corruption programmes and procedures?

1.1.9. Receiving gifts and other inducements

Employees of UnionBank should not accept gifts - anything of value, such as an item, a service, free vacation trips, personal use of a vehicle, use of a vacation home, lavish entertainment, etc. - from customers or suppliers. Exceptions to this general rule may be made for gifts of nominal value (generally less than P5,000.00), as long as the gift was not given or received with corrupt intent and could not be perceived as such. Exceptions may only be granted by the Chairman/CEO, the President/COO, and any Center Head.

If a situation where refusing or returning the gift is truly impractical or would adversely affect the relationship, the employee may accept the gift and turn it over to UnionBank, which may then use it for any suitable purpose, such as for public display or raffle prize at company functions. Alternatively, the employee may have the gift appraised and make a donation in that amount to a charity, preferably one supported by the Bank. In every case, the employee must report the gifts received to his Compliance Officer.

1.1.10. Giving/offering gifts and other inducements

No employee shall offer or make payments, other inducements or provide lavish entertainment to government officials or customers in order to sell UnionBank's products or services. An exception to this general rule applies to promotional gifts provided to large classes of customers, e.g., credit card and consumer account opening promotions.

1.1.11. Investments/personal finances/insider information

UnionBank strictly prohibits any officer or employee of the Bank, whenever and in whatever capacity employed, from trading for his account, or for the profit of family members or friends, on the basis of inside information. UnionBank also prohibits an officer or employee from disclosing inside information to another officer or employee or to persons outside UnionBank so that they may profit from such information.

Employees should exercise prudence in personal financial affairs and should avoid financial situations that could reflect unfavorably on the Bank or themselves. They should manage their finances with care, and in a manner consistent with employment in a fiduciary institution.

1. Leaders Learning Circle

2. Cascade of UNIONBANK DNA (composed of our Purpose (mission), Vision, Values and Brand)

- The Bank's DNA establishes its identity, aligns its people's goals to the goals of the Bank and guides employee behaviors.

Safeguarding creditors' rights

The Bank provides in its website information on consumer protection such as safe surfing guidelines and other security awareness information for its depositors and customers.

The following information campaigns are found in the Bank's website -

1. Safe Surfing Guidelines
2. Eye Opener for UnionBank Clients
3. Weblinking Practices
4. Consumer Protection

1

Aboitiz Equity Ventures, Inc.

277,552,776

43.27%

--

2

The Insular Life Assurance Co., Inc.

103,359,204

16.11%

--

3

PCD Nominee Corporation (Filipino)

68,186,404

10.63%

VARIOUS

4

Social Security System

69,777,289

10.88%

--

5

Social Security System - PCD (Filipino)

33,369,243

5.20%

--

1

ACEVEDO, EUGENE SERING

97,938

-

0.02

%

2

BAUTISTA, EDWIN RIEGO

898,201

-

0.14

%

3

REYES, JESUS ROBERTO SANTOS

164,632

25,500

0.03

%

4

LAPEZ, GENARO VISARRA

142,210

-

0.02

%

5

PANGANIBAN, TEODORO MACARAIG

597,496

-

0.09

%

6

ROMULO, BEATRIZ BARREDO

331,857

-

0.05

%

5

ABACAN, CATALINO SANTIAGO

79,529

-

0.01

%

6

ABASTILLAS, ROBERTO FONTANILLA

272,192

-

0.04

%

7

CASTRO, RAMON ROXAS

362,960

-

0.06

%

8

DUARTE, RAMON GARRIZ

59,529

-

0.01

%

9

GONZALEZ, JOYCE SANVICENTE

153,457

-

0.02

%

10

ILAGAN, CESAR GONZALES

90,274

-

0.01

%

11

MACALINO, FE BECINA

97,052

-

0.02

%

12

MATUTINA, ANGELO DENNIS LUNA

29,216

-

0.00

%

13

SANTIAGO, MANUEL DE GUZMAN JR.

11,905

-

0.00

%

14

TOLENTINO, CEFERINO PONCE JR.

59,529

-

0.01

%

15

VILLANUEVA, JOSE LEVI SOCO

39,407

-

0.01

%

16

CARAGUE, PAUL PATRICK MORABE

25,494

-

0.00

%

17

CERVANTES, MARDONIO C.

31,559

-

0.00

%

18

FAJARDO, ANTONINO AGUSTIN SAYO

101,290

-

0.02

%

19

INTALAN, LEONIDES F.

123,289

-

0.02

%

20

JALANDONI, MA. JOSEFINA ESTRELLA

20,470

-

0.00

%

21

MATIAS, RAMON DE SANTOS

102,653

-

0.02

%

22

PALANG, RAQUEL POLICARPIO

9,710

500

0.00

%

23

RUBIO, MICHAELA SOPHIA ESPINA

15,545

-

0.00

%

24

AMAHAN, MYRNA EVANGELISTA

-

2,432

0.00

%

25

ANDAL, ERMELINDO SALAZAR JR.

11,124

-

0.00

%

26

BAUTISTA, MA. CATHERINE ESCALONA

44,583

-

0.01

%

27

BERNAD, MA CECILIA TERESA SANTOS

21,148

-

0.00

%

28

CHEUNG, CATHERINE MONTECILLO

10,456

-

0.00

%

29

DARVIN, GERARD DELA ROSA

15,874

-

0.00

%

30

DE VERA, RAMON VICENTE DEL VILLAR II

64,761

-

0.01

%

31

DELA CRUZ, REBECCA MOLINA

20,637

-

0.00

%

32

GATDULA, JOYVALERIE BULAONG

119,834

-

0.02

%

33

GO, JULIE CHUA

138,350

-

0.02

%

34

LONTOC, CONCEPCION PERLA POBLETE

19,795

-

0.00

%

35

MACEREN, MA. CRISTINA PANINGBATAN

19,795

-

0.00

%

36

MILAN, DOMINIC ROA

8

-

0.00

%

37

PASTORAL, ALICIA ALMARIA

384

-

0.00

%

38

PINEDA, EDWIN GARCIA

75,385

163

0.01

%

39

QUIAMBAO, PETER ISMAEL F.

30,965

-

0.00

%

40

TUMAO, MARIE AIMEE SILVA

284,056

-

0.04

%

41

AGUILAR, JUNICE A.

-

5,401

0.00

%

42

BAUTISTA, CATHERINE ANNE PANGANIBAN

1,942

-

0.00

%

43

BAUTISTA, SUSAN ENCARNACION

1,994

0.00

%

44

CONTRERAS, HANNAH THERESA SIA

14,405

-

0.00

%

45

CRUZ, SOCORRO JESSYMEL TUASON

21,998

-

0.00

%

46

FAJARDO, MILA DALISAY

-

2,432

0.00

%

47

GERONIMO, RACHEL CHRISTINE TAGAYSAY

10,318

-

0.00

%

48

GUILLEN, JOSE GERARDO ENRIQUEZ

9,009

-

0.00

%

49

LAYUG, STELLA MARIE LOCSIN

-

1,263

0.00

%

59

MAKALINAW, EDNA

2,802

-

0.00

%

50

MARIANO, MA. ELOISA JOVITA MUYOT

2,913

-

0.00

%

51

NICDAO, DERRICK JIMENEZ

2,233

-

0.00

%

52

ROXAS, JOSE MARIA ONGPIN

-

3

0.00

%

53

SANTOS, ENRIQUE ABELLERA

2,486

-

0.00

%

54

SURTIDA, MARIA MAGDALENA VAZQUEZ

2,340

-

0.00

%

55

TIONGSON, FIDES CHUA

30,717

-

0.00

%

56

TOLENTINO, JO-ANN FATIMA LIBED

86,853

-

0.01

%

57

TORREGOSA, ERMILINDA PENALOSA

-

1

0.00

%

58

REYES, ALEJANDRO E.

7,001

-

0.00

%

Key risks

Yes

Corporate objectives

Yes

Financial performance indicators

Yes

Non-financial performance indicators

Yes

Dividend policy

Yes

Details of whistle-blowing policy

Yes

Biographical details (at least age, qualifications, date of first appointment, relevant experience, and any other directorships of listed companies) of directors/commissioners

Yes

Training and/or continuing education programme attended by each director/commissioner*

No

Number of board of directors/commissioners meetings held during the year

Yes

Attendance details of each director/commissioner in respect of meetings held

Yes

Details of remuneration of the CEO and each member of the board of directors/commissioners

Yes

Punongabayan & Araullo

P6,325,000 exclusive of VAT and out-of-pocket expenses.

None

Business operations

Yes

Financial statements/reports (current and prior years)

Yes

Materials provided in briefings to analysts and media

Yes

Shareholding structure

Yes

Group corporate structure

Yes

Downloadable annual report

Yes

Notice of AGM and/or EGM

Yes

Company's constitution (company's by-laws, memorandum and articles of association)

Yes

A quorum in any meeting, whether regular or special shall consist of stockholders owning the majority of the subscribed capital stock exclusive of Treasury Stock, represented in person or by proxy. Except as otherwise provided by law, a majority of such quorum shall decide any question that may come before the meeting.

All corporate acts are subject to approval of the Board of Directors via voting system. While approval of some corporate acts is delegated to the Executive Committee, they are still subject to confirmation by the board.

Stockholders' Rights under

The Corporation Code

Stockholders' Rights not in

The Corporation Code

Voting Right

Shareholders shall have the right to elect, remove and replace directors and vote on certain corporate acts in accordance with the Corporation Code.

None.

Right to inspect corporate books

All shareholders shall be allowed to inspect corporate books and records including minutes of Board meetings and stock registries and shall be furnished with annual reports, including financial statements, without cost or restrictions.

Right to information

The Shareholders shall be provided, upon request, with periodic reports which disclose personal and professional information about the directors and officers and certain other matters such as their holdings of the Bank's shares dealings, with the company, relationships among directors and key officers, and the aggregate compensation of directors and officers.

Right to propose holding of meetings

The minority shareholders shall be granted the right to propose the holding of a meeting, and the right to propose items in the agenda of the meeting, provided the items are for legitimate business purposes.

Right to Dividends

Shareholders have the right to dividends, which shall be declared and paid out of the Bank's unrestricted retained earnings as often and at such times as the Board may determine after making provision for necessary reserves in accordance with law and the regulations of the BSP.

Appraisal Right

The shareholder's shall have appraisal right or the right to dissent and demand payment of the fair value of their shares in the manner provided for under Section 82 of the Corporation Code.

January 27, 2012

March 13, 2012

April 11, 2012

March 04, 2013

March 20, 2013

April 18, 2013

Early dissemination of Notice of Annual Stockholders' Meeting

The Bank encourages its shareholders to attend annual stockholders' meeting and exercise their right to elect directors. A month before the annual meeting, shareholders are furnished with copies of the Bank's Preliminary Information Statement, accompanied by its Annual Report and Audited Financial Statements.

Minority shareholders are granted the right to propose the holding of a meeting, and recommend items for inclusion in the agenda, provided these for legitimate business purposes.

Proxy System

If shareholders cannot personally attend in ASMs and cast their votes, they are given the right to vote by proxy.

The Bank's website provides an avenue to communicate with the Bank's Chairman and CEO, President and COO, and other key executives for comments and suggestions through the "Chat With Our CEO" and the "Executive Lounge" facilities.

Stockholders may visit -

http://www.unionbankph.com/index.php?option=com_content&view=article&id=549&Itemid=330

1. Re-appointment of Punonbayan and Araullo as the Bank's External Auditor

Required number of votes.

None

None

2. Declaration of Cash Dividends

Required number of votes.

None

None

3. Election of the members of the Board of Directors

Required number of votes.

None

None

Annual

MR. JUSTO A. ORTIZ - CHAIRMAN & CEO

MR. VICENTE R. AYLLON - VICE-CHAIRMAN

MR. VICTOR B. VALDEPENAS - DIRECTOR/ PRESIDENT &COO

MR. JUAN ANTONIO E. BERNAD - DIRECTOR

MR. MAYO JOSE B. ONGSINGCO - DIRECTOR

MR. RICARDO G. LIBREA - DIRECTOR

MR. DANIEL L. EDRALIN - DIRECTOR

MR. EMILIO S. DE QUIROS - DIRECTOR

MS. ELIZA BETTINA R. ANTONINO - DIRECTOR

MR. ARMAND F. BRAUN, JR. - INDEPENDENT DIRECTOR

MR. CARLOS B. RAYMOND, JR. - INDEPENDENT DIRECTOR

MR. EDWIN R. BAUTISTA - SR. EXECUTIVE VICE-PRESIDENT

MR. EUGENE S. ACEVEDO - SR. EXECUTIVE VICE-PRESIDENT

MR. JOSE ROBERTO S. REYES - SR. EXECUTIVE VICE-PRESIDENT

MS. GUIA C. LIM - EXECUTIVE VICE-PRESIDENT

MR. TEODORO M. PANGANIBAN - EXECUTIVE VICE-PRESIDENT

MR. GENARO V. LAPEZ - EXECUTIVE VICE-PRESIDENT

MR. JOSE LEVI VILLANUEVA - SENIOR VICE-PRESIDENT

MR. NORBERTO M. BELEN - SENIOR VICE PRESIDENT/
HUMAN RESOURCE DIRECTOR

ATTY. CESAR G. ILAGAN - SENIOR VICE-PRESIDENT/CONTROLLER

MR. ROBERTO F. ABASTILLAS - SENIOR VICE-PRESIDENT

MR. RAMON R. CASTRO - SENIOR VICE-PRESIDENT

MR. RAMON G. DUARTE - SENIOR VICE-PRESIDENT

MR. MANUEL G. SANTIAGO, JR. - SENIOR VICE-PRESIDENT

ATTY. MARISSA B. ESPINO - VICE-PRESIDENT/ CHIEF COMPLIANCE & GOVERNANCE OFFICER

MR. ALEJANDRO E. REYES - VICE-PRESIDENT/ AML Officer

MR. ROBERT ROL B. RAMOS - VICE-PRESIDENT/ Trust Officer

MS. MYRNA E. AMAHAN - VICE-PRESIDENT/Internal Audior

MS. MARIA GOOLSBY - DIRECTRESS-CORPORATE SOCIAL RESPONSIBILITY

ATTY. FE B. MACALINO - SENIOR VICE-PRESIDENT/CORPORATE SECRETARY

May 25, 2012

By ballot

0.191%

73.486%

73.677%

Special

No special meeting held in 2012.

Execution and acceptance of proxies

Proxy forms are disseminated together with the notice of annual stockholders' meeting and other reportorial requirements (SEC Form 20-IS), audited financial statements, etc.) Instructions are given on the accomplishment of the proxy together with all the requirements of the SEC.

Proxy forms are required to be submitted no later than ten (10) days before the scheduled annual stockholders' meeting. Proxies are required to present valid identification cards containing a photograph and signature.

Notary

Not required.

Submission of Proxy

Not later than 10 days before annual stockholders' meeting.

Several Proxies

SRC Rule 20 (11) (b) (ix

Validity of Proxy

Valid for subsequent meetings within a period of Five (5) years from the date of the proxy unless otherwise instructed.

Proxies executed abroad

SRC Rule 20 (11) (b) (xvii)

Invalidated Proxy

(SRC Rule 20 (11) (b) (xix)

Validation of Proxy

SRC Rule 20 (11) (b) (xx)

SRC Rule 20 (11) (b) (xxii)

Violation of Proxy

Section 144 of the Corporation Code and Section 54 of the SRC

By-Laws of the Bank, Article IV, Section 1 (c) -

Notice of Annual/Special Stockholders's meeting shall be delivered personally, mailed, postage prepaid, at least fifteen (15) days prior to date thereof, addressed to each stockholder at his address appearing on the books of the Corporation. In such notice there shall appear, in addition to the date, hour and place of such meeting, a statement of the matters to be taken up at such meeting as well as publication of the Notice of the Meeting in three (3) newspapers of general circulation

Notice of Annual Stockholders' Meeting is submitted first to the SEC and PSE prior to its dissemination to stockholders. The notice is accompanied by Preliminary Information Statement (SEC Form 20 -IS), proxy form (in case of proxy solicitation), audited financial statements, and other reports required to be submitted pursuant to the Securities Regulations Code.

3,000

April 29, 2012

April 29, 2012

CD format

Yes

Each resolution to be taken up deals with only one item.

Yes

Profiles of directors (at least age, qualification, date of first appointment, experience, and directorships in other listed companies) nominated for election/re-election.

Yes

The auditors to be appointed or re-appointed.

Yes

An explanation of the dividend policy, if any dividend is to be declared.

Yes

The amount payable for final dividends.

Yes

Documents required for proxy vote.

Yes

Article III (A) 1. Rights of Shareholders/Investors/ Minority Interests

The Bank recognizes that the most cogent proof of good corporate governance is that which is visible to the eyes of its investors. Therefore the following provisions are issued for the guidance of all internal and external parties concerned, as governance covenant between the Bank and all its investors:

1. Rights of Shareholders/Investors/Minority Interests

The Board shall be committed to respect the following rights of the stockholders:

1.1. Voting Right

1. Shareholders shall have the right to elect, remove and replace directors and vote on certain corporate acts in accordance with the Bank Code.
2. Cumulative voting shall be used in the election of directors.
3. A director shall not be removed without cause if it will deny minority shareholders representation in the Board.

1.2. Pre-emptive Right

All stockholders shall have pre-emptive rights, unless the same is denied in the articles of incorporation or an amendment thereto. They shall have the right to subscribe to the capital stock of the Bank. The Articles of Incorporation shall lay down the specific rights and powers of shareholders with respect to the particular shares they hold, all of which shall be protected by law so long as they shall not be in conflict with the Bank Code.

1.3. Power of Inspection

All shareholders shall be allowed to inspect corporate books and records including minutes of Board meetings and stock registries in accordance with the Bank Code and shall be furnished with annual reports, including financial statements, without cost or restrictions.

1.4. Right to Information

1. The Shareholders shall be provided, upon request, with periodic reports which disclose personal and professional information about the directors and officers and certain other matters such as their holdings of the Bank's shares dealings, with the company, relationships among directors and key officers, and the aggregate compensation of directors and officers.
2. The minority shareholders shall be granted the right to propose the holding of a meeting, and the right to propose items in the agenda of the meeting, provided the items are for legitimate business purposes.
3. The minority shareholders shall have access to any and all information relating to matters for which the management is accountable for and to those relating to matters for which the management shall include such information and, if not included, then the minority shareholders shall be allowed to propose to include such matters in the agenda of stockholders' meeting, being within the definition of "legitimate purposes".

1.5. Right to Dividends

1. Shareholders shall have the right to receive dividends subject to the discretion of the Board.
2. The Bank shall be compelled to declare dividends when its retained earnings shall be in excess of 100% of its paid-in capital stock, except: a) when justified by definite corporate expansion projects or programs approved by the Board or b) when the Bank is prohibited under any loan agreement with any financial institution or creditor, whether local or foreign, from declaring dividends without its consent, and such consent has not been secured; or c) when it can be clearly shown that such retention is necessary under special circumstances obtaining in the Bank, such as when there is a need for special reserve for probable contingencies.

1.6. Appraisal Right

The shareholder's shall have appraisal right or the right to dissent and demand payment of the fair value of their shares in the manner provided for under Section 82 of the Corporation Code of the Philippines, under any of the following circumstances:

1. In case any amendment to the articles of incorporation has the effect of changing or restricting the rights of any stockholders or class of shares, or of authorizing preferences in any respect superior to those of outstanding shares of any class, or of extending or shortening the term of corporate existence;
2. In case of sale, lease, exchange, transfer, mortgage, pledge or other disposition of all or substantially all of the corporate property and assets as provided in the Corporation Code of the Philippines; and
3. In case of merger or consolidation.

2. DUTY TO PROMOTE SHAREHOLDERS' RIGHTS

It shall be the duty of the directors to promote shareholder rights, remove impediments to the exercise of shareholders' right and allow possibilities to seek redress for violation of their rights. They shall encourage the exercise of shareholder's voting rights and the solution of collective action problems through appropriate mechanisms. They shall be instrumental in removing excessive costs and other administrative or practical impediments to shareholders participating in meetings and/or voting in person. The directors shall pave the way for the electronic filing and distribution of shareholder information necessary to make informed decisions subject to legal constraints.

The Investor Relations Program aims to educate and keep the investing community abreast with UnionBank's performance, strategies and management actions relative to the operating environment and competitive landscape. It endeavors to go beyond merely providing accurate, timely and relevant information, following the traditional accounting reportorial standards. These it does by creating value through the delivery of business reporting; evaluating performance against peers, benchmarks and the banking industry; building and maintaining harmonious relationship with financial analysts, investment banks, rating agencies, investors and other interested parties; analyzing implication of current and prospective regulations; and assessing perceptions or opinions of the Bank based on news articles, write-ups, rating reports, and the like.

The Investor Relations Office (IRO) holds a vital role in benchmarking the Bank's performance and capturing public sentiments, which are intended to provide the Board of Directors and Senior Management with insights and valuable feedback useful for direction-setting and decision-making.

The guiding principles of UnionBank's Investor Relations Program are:

• Observance of highest standards of ethical principles including trust, honesty, objectivity, fairness, respect for others, open communication and executional excellence to uphold the best interest of all stakeholders
• Adherence to the principles of good corporate governance to preserve alignment with best practices
• Conformance with relevant regulations
• Timely dissemination of material, relevant and accurate information to all stakeholders

• Prohibition on the use and disclosure of sensitive or confidential or inside information, and dissemination of false or misleading statements

UnionBank Website: The UnionBank's website (www.unionbankph.com) is designed to allow equal access to information and services for all users, such as investors, financial analysts, regulators, investment banks, rating agencies, the investing public, and other interested parties. It contains, among others, an archive of reportorial and disclosure requirements, and press releases of the Bank and the contact information of the IRO. It provides as well an avenue to communicate with the Bank's Chairman and CEO, President and COO, and other key executives for comments and suggestions through the "Chat With Our CEO" and the "Executive Lounge" facilities.

Meetings/Discussions: The IRO conducts face-to-face meetings with investors, financial analysts, investment banks, rating agencies, the investing public, and other interested parties on a per-need or per-request basis. Supplementing the disclosed financials which follow accounting reportorial standards, discussions focus on business reporting to provide deeper appreciation and understanding of the Bank's unique culture and competitive advantages, resulting from conduct of competitor scan and benchmarking exercises. Conference calls are conducted for investors and analysts residing outside of the Philippines. Should the subject matters of interest call for a specific area of expertise, the IRO may invite other Bank executives to participate in the discussion.

Telephone / E-mail Queries: The IRO, likewise, responds to investors' and analysts' queries or concerns via telephone and e-mail. Subject matters outside the scope of IRO's expertise are coordinated with the appropriate business units to best address the needs / requirements. Feedback is immediately given to acknowledge receipt of the query or concerns, which may include the target date for completion or resolution.

Regulatory reports and disclosures: The IRO is regularly involved in the preparation of regulatory reports and disclosures, which include among others the Quarterly Management's Discussion and Analysis or Plan of Operation of SEC Forms 17Q and 17A, and Business and General Information of SEC Form 17A. Regulatory reports are coordinated with the Bank's Regulatory Reporting Unit for submission while disclosure requirements are coursed through Internet Services and/or Marketing Division for posting or dissemination. It also handles quarterly updating of the Bank's Fact Sheet, which presents the Bank's DNA - purpose, strategic imperatives, and brand attributes; ownership structure; distribution network; customer base; financial performance, key financial ratios relative to the banking industry, recent achievements and market commendations, awards and accolades, among others. The IRO, likewise, is responsible for supporting the Chairman and CEO and the President and COO in the preparation of visual presentations during Annual Stockholders' Meeting, Board Meetings, and Quarterly Analysts' Briefings.

Manager, Controllership Group - Investor Relations Office

E-mail: lcdelacruz@unionbankph.com

Contact Nos: +(63) 917-8508480 / +(63) 2-6676388 local 8190

Fax No.: +(63) 2-6366298

Office Address: 18/F UnionBank Plaza, Meralco Avenue cor Onyx and Sapphire Roads, Ortigas Avenue, Pasig City 1605

EDUCATION AND VALUES FORMATION

530,000 Primary Level Pupils , 13,000 Teachers and 5,400 Elem. Schools of various schools every year

Secondary and Tertiary Levels

University of Sto. Tomas Tertiary Level and Graduate School Level

Secondary Level OF St. Paul

Tertiary Level

CORPORATE DONATION

GOVERNANCE

ARTS AND CULTURE

Knowledge of Indigenous People in the Academe

Philippine Heritage and Literature

OTHER DONATIONS

Relief Operations

Greater Manila Area Habagat/Flood victims and other affected people

Rehabilitation

100 houses in Xavier Ecoville, Lumbia, CDO City for Typhoon Sendong Beneficiaries

Board of Directors

Appraisal is done by the conduct of self-assessment of the members of the Board.

The Compliance and Corporate Governance Office (CCGO) presents the proposed self-rating form to the Corporate Governance Committee, which in turn, endorses the same for approval of the Board.

The self-rating form is divided into two parts. For the first part, each director is asked to rate (whether fair, excellent or needs improvement) his or her level of fulfillment to each duty as an individual member of the Board. The director is also asked for his or her comments on or observation for every duty specified in the form. The second part is answered by each director as part of the Board, acting as a collegial body. For each statement relating to the responsibilities of the Board, he or she will be asked to choose from the responses, i.e. (1) Strongly Agree, (2) Agree, (3) Disagree, (4) Strongly Disagree, (5) Undecided.

The Board self-assessment is conducted annually and the results are discussed by the Corporate Governance Committee prior to its submission and communication to the Board. The Corporate Governance Committee oversees the conduct of assessment of the Board and its Committees.

The self-assessment form is composed of varying statements based on the roles, functions and responsibilities of the Board found under the Bank's Manual of Corporate Governance, the SEC Corporate Governance Self-Rating Form and Revised Code of Corporate Governance, the Organization for Economic Co-operation and Development (OECD) Policy Brief on Corporate Governance of Banks in Asia, and the Basel Committee on Banking Supervision's Corporate Governance Guidelines.

Individual Directors

Board Committees

The members of the board committees also conduct periodic self-assessment of their specific committees' performance. The Corporate Governance Committee oversees the periodic assessment of the board committees.

The self-assessment form for each committee is prepared by the CCGO subject to approval by the respective committees.

Each approved board committee self-assessment form is accomplished by members of the committee. Results are discussed by each committee.

The self-assessment forms for each committee are comprised of varying statements based on their duties and responsibilities contained in the Bank's CG Manual as well as the BSP's Manual on Regulations for Banks.

CEO/President

The Board, through its Compensation and Remuneration Committee, also conducts an annual performance review of the Bank's Chairman/CEO and President/COO. The review consists of an assessment of the Chairman/CEO and President/COO's leadership in the attainment of the Bank's strategic initiatives

The review consists of an assessment of the Chairman/CEO and President/COO's leadership in the attainment of the Bank's strategic initiatives.The reviewincludeskey results on the Bank's financials, operational efficiencies, innovations, customer franchise and brandgrowth, people development and engagement,compliance and governance.

Reprimand

Suspension from office shall be imposed. The duration of the suspension shall depend on the gravity of the violation.

The maximum penalty of removal from office shall be imposed.