To L To
To L To
To L To
BANGKo SENrne,L
NG} PIT-IpIruag
ctRcutAR No.8S8
Series of 2015
Subject: Amendments
to
"
"5 x136.1 Definitions. For purposes of this Section, the following definitions
shall apply:
"xxx"
banks (Qes1;
'f.
"(Ll Held prior to 09 June 1992. Whenever dividends of not less than fourteen
percent (L4o/ol are declared on common stock, government preferred stock shall be
entitled to a cash dividend not to exceed two percent (2o/ol of total outstanding
preferred stock. Should the dividends declared on common stock be less than
fourteen percent (L4o/ol, the dividend on preferred stock shall be proportionately
reduced.
Major acts or omissions is defined as bank's individual failure to comply with the requirements of banking
laws, rules and regulations as well as Monetary Board directives having material impact on bank's capital,
solvency, liquidity or profitability, and/or those violations classified as major offenses under the Report of
Examination, except those classified under unsafe or unsound banking practice.
Page 2 of 9
"(2) Held on or after 09 June 1992. shares held by the LBp, DBp, or by any
government-owned or-controlled bank or Fl shalt share in dividend
distributions
from the date of issuance in the amount of four percent (4%l onthe first and
second
years six percent (60/o) on the third and fourth years; eight percent (g%)
on the fifth
and sixth years; ten percent (10%) on the seventh and eighth y".rr; and
twelve
percent (L2o/ol on the ninth to the fifteenth years, which shall be
cumulative:
Provided, That the RB and the government-owned or controlled
bank are not
precluded from entering into an agreement providing for rates
of dividends other than
those prescribed by law.
"(3) Held on or after 13 September 2013. Shares held by the LBp, DBp,
or.by
any government-owned or-controlled bank or Fl shall share in dividend
distributions
from the date of issuance in an amount based on the lending benchmark
approved by
the Bangko Sentral plus the prevailing non-prime spread of the government Fl:
Provided, That the RB and the government-owned or -controlled
bank are not
precluded from entering into an agreement providing for rates
of dividends other than
those prescribed by law.',
"SX136.3 Net amount availoble for dividends. The net amount available
for
dividends shall be the amount of unrestricted or free retained earnings
and
undivided profits reported in the Financial Reporting package (FRp)
as of the
calendar/fiscal year-end immediately preceding the date of dividend
declaration.
"b. Submission
Page 3 of 9
Page 4
of 9
"a.
conditions:
(1)
(21
(3)
(a)
(b)
(c)
(d)
xxx
xxx
'
Page 5 of 9
"xxx"
on the declarotion of
as
"(5) Has not committed any unsafe or unsound practice as defined under
existing regulations and/or major acts or omissionsa as may be determined by the
Bangko Sentral to be ground for suspension of dividend distribution, unless this has
been addressed by the QB as confirmed by the Monetary Board or the Deputy
Governor, SES, as may be applicable, upon recommendation of the appropriate
department of
SES.
"QBs shall ensure compliance with the minimum capital requirement and
risk-based capital ratio even afterthe dividend distribution.
Malor acts or omissions is defined as QB's individual failure to comply with the requirements of banking
laws, rules and regulations as well as Monetary Board directives having material impact on QB's capital,
solvenry, liquidity or profitability, and/or those violations classified as major offenses under the Report of
Examination, except those classified under unsafe or unsound practice.
Page 5 of 9
"b. Amount available. The net amount available for dividends shail be the
amount of unrestricted or free retained earnings and undivided profits reported
in the
Bangko Sentral prudential reports as of the calend ar/fiscal year-end immediately
preceding the date of dividend declaration.
department of the
following manner:
sES
'b' Submission of the Report on Dividends Declared (Annex B), which shall
be considered a Category A-1 report.
"However, QBs with major supervisory concerns such as
initiated under
prompt corrective action (pcA) or with specific those
MB directive to
suspend/refrain/restrict dividend declaration, shall be subject
to prior Bangko
orrectors.
Page 7 of 9
"For full disclosure purposes, the cash dividends shall be disclosed in the
financial statements as a footnote in the statement of changes in equity or in the
notes to the financial statements. For dividends declared that is still subject to prior
Bangko Sentral verification, disclosure by means of a footnote should include a
statement to the effect that the dividend declaration is subject to review by the
Bangko Sentral."
(a)
Manualof Accounts
"xxx
6 Subject QBs whose shares are listed with any domestic stock exchange may declare dividends and give
immediate notice of such declaration to the SEC and the stock exchanges, in compliance with pertinent rules
of the SEC: Provided, That, no record date is fixed for such dividend pending verification of the report on
such declaration by the appropriate department of the SES.
Page 8 of 9
"(al
"xxx
(e)
"xxx
C. GUINIGUNDO
October 2015
Page 9 of 9
Annex A
FORMAT CERTIFICATION ON COMPTIANCE WITH
REQUIREMENTS ON DIVIDEND DECTARATION
(Appendix to Subsec. XL36.4l 486q.4l
(Name of Bank/QB)
CERTIFICATION
has
b.
c.
Higher loss absorbency requirement as provided under Circular No. 856 dated
29 October 2Ot4; (for identified Domestic Systemicolly lmportant Bonks and their
subsidiory bonks and QBs)
f.
Has not committed any unsafe or unsound banking practice and/or major acts or
omissions as as may be determined by the Bangko Sentral;
g.
h.
with the provisions of Article 86 of R.A. No. 9520, its By-Laws and
other applicable laws, rules and regulations on the allocation and distribution of
Has complied
We also certify that the bank/quasi-bank also comply with this requirement even after dividend distribution.
Page 1 of 2
i.
j'
Has complied
president
TIN:
TIN:
lssued on:
lssued at:
lssued at:
NOTARY PUBLIC
Book No.
Series of :
Page 2 of 2
ANNEX B
Category:
Deadline:
Submission:
CategoryA-1
10 banking/business days after date
of dividend declaration
Name of
Bank/QB
Code
Address
As
of
( Date of Dividend Declaration)
) s.s.
We solemnly swear that all matters set forth in this report including its supporting schedule are
true and correct, to the best of our knowledge and belief.
Officer)
Comptroller/Chief Accountant)
(Signatu re of President/Senior/
this
day
20-
of
Valid lD No.
Date/Place lssued
Notary Public
Until
PTR No.
Place
Doc. No.
Page No.
Book No,
Series
of
SES
&t.dulc
REFONT
Oil DIVIDENDS
IIAME
Of UB/X8/TB/RB/QB
(DoE ol dividend
1.
DECI.ARED
deldfttion)
DcdanffmbrythaSorrdofDtrcctoE
Minutes No:
Roslution No:
M.ting:
Dat of M.etin3:
(spelol or regular)
srrmm.ry:
..
b.
c.
d.
3.
Reord D.te:
Divid.nd Paymcnt Dat
Form
DlstdbudonotDtvtd.nds:
SluEs Entid.d to Dlvldcnd3
Dlvld.ndr
C.sh
O.s/
No.
Deslptlon
slrarcs
of
Amunt u
OtrcrPrcpcfi
Sharc
Rate pca
Sh.rc
Tobl
Anount
Rrte pa?
lse
Sh!rc
Prle
Total
Ameunt
,clerred
v lhis
H.rcd
Stodt
includos inteEst pald for unecur.d subordin.t.d dabt that qu.lity .s Addlilonal Ti.. 1 o. Hyb.id Ttlr 1 Gpital
U Numbcr of shares
of subsribed @ptt.tstak as ot Ecord d.tc
{ Grrying amount ofsubscribed c.plt.l st6k a5 of r.cord datc
'/ lsue prle ofstock dtvtdend (per sharc)
5/
Falr value of property (per unit)
Rate par
ShaG
Preparty
valc
Totd
Amou.rt
Schedule 2
NAME OF UB/KB/TB/RB/QB
of
(Date of dividend declaration)
fffmf1fi$ridfJ;i'fll"1.,'$r,,
A.
,r:lird$
4'
::S i;l:ii,:,til
,ri l"i'it,+:,;,r:'l'
,'jf*l"i
,firirlif*l
l':::i
xxx
xxx
(pleose spectfy)
C.
xxx
D.
xxx
E.
xxx
*The net amount avoiloble for dividend declaration sholl be bosed on the unrestricted retoined
eornings ond undivided profits which shall be bosed on a sound accounting system ond loss
provisioning processes that considers relevont adjustments to capital including /osses, bad debts
and uneorned profits or income.
l,
(Dote
Dcdar.tbn by th.
frd
Resolution No:
Meeting:
Date of Meetingr
(spaiol or rcEulor,
Sunnary:
Date ofDecla6tion of Dividends:
[email protected] D.te:
3.
dlvldend declomtion)
ot Dlr.ctoE
Mlnutes No:
2.
DhtrlbutlonofDivtdands:
Schedule 2
REPORT
ON DIVIDEf{DS DECI.ARED
of-
Basis
of decloration)
Net Surplus
(1)
(21
Patronage Refund