At the outset, it must be noted that these matters involve questions of fact which may no longer be passed upon in a Rule 45 review of a labor adjudication; however, this Court is not precluded from reviewing such matters if, as in the case at bar, the CA's findings and conclusions diverge from those of the labor tribunals.

Gross and habitual neglect of duty

CSI contends that the CA erred in finding the suspect transactions safe and exempted from verification requirements. Assuming that the transactions were safe and deemed exempted, Rogan was nevertheless remiss in approving them, as they also violated the Separation of Functions policy, since the receipt of instructions and actual processing were conducted by the same person: Axalan. CSI likewise objects to the CA's ruling regarding the existence, reasonableness, and communication of the Separation of Functions policy. The bank argues that said policy is found in its Policy Bulletin, knowledge of which Rogan never denied. Given the fiduciary and public-­interest nature of the banking business, policies such as the Separation of Functions policy, which ensure depositor protection and are required by the Manual of Regulations for Banks (MORB), should be deemed proper and reasonable. Contrary to Rogan's assertion, the same Separation of Functions policy likewise prohibits override transactions. Furthermore, CSI employees cannot waive the verification requirements, since these are also mandated by the MORB. CSI thus asserts that Rogan's processing of the suspect transfers without signature verification constitutes blatant violations of CSI company policy. Rogan's repeated failure to observe company regulations thus amount to gross and habitual neglect of duty, even if CSI suffered no loss or damage.

Rogan argues that the CA's findings must be upheld. She emphasizes that: 1) the subject transactions need not undergo signature verification as they are deemed safe under the MIFT policy; 2) the existence and due communication of the Separation of Functions policy was not proven; 3) there is no proof that CSI prohibits "override transactions," and in the case at bar, it was Rogan's superior officer, Axalan, who performed the override.

Under Article 297(b) of the Labor Code, employers may dismiss their employees on the basis of gross and habitual neglect. This ground covers negligence, carelessness, and even inefficiency of employees in the discharge of their duties. However, such negligence, carelessness, or inefficiency must not only be gross, i.e., "glaringly and flagrantly noticeable because of its inexcusable objectionableness"; but also habitual, i.e., neglect which is a "settled tendency of behavior or normal manner of procedure." Gross neglect of duty has been defined as a repeated failure to perform one's duties over a period of time, depending on the circumstances, or a "flagrant and culpable refusal or unwillingness of a person to perform a duty. The concept of gross and habitual neglect has been correlated with the more well-defined concept of gross negligence. In upholding the dismissal of a storage clerk for failure to report a "massive shortage of empty gas cylinders" and other work-­related lapses, this Court held:

Gross negligence connotes want or absence of or failure to exercise slight care or diligence, or the entire absence of care. It evinces a thoughtless disregard of consequences without exerting any effort to avoid them. Fraud and willful neglect of duties imply bad faith of the employee in failing to perform his job, to the detriment of the employer and the latter's business. Habitual neglect, on the other hand, implies repeated failure to perform one's duties for a period of time, depending upon the circumstances."

To our mind, such numerous infractions are sufficient to hold him grossly and habitually negligent. His repeated negligence is not tolerable. The totality of infractions or the number of violations he committed during his employment merits his dismissal. x x x.

Applying these parameters to the present case, we sustain the CA's finding that Rogan's lapses with respect to the subject transactions do not rise to the level of gross and habitual neglect.

The Show Cause Order identifies three distinct incidents of transaction mishandling on Rogan's part: 1) allowing applications of manager's checks requested by Axalan on behalf of two corporate accounts; 2) a cash deposit made on October 15, 2009 by Axalan for and in behalf of a client; and 3) a series of transactions dated June 22, July 30, August 7, and October 19, 2009, involving a joint account. The records of the June 22, August 7, and October 19 transactions were altered to make it appear that the accountholders personally transacted in the branch premises; the July 30 and October 19 transactions were processed solely by Axalan, either without callback or signature verification by another bank employee. The sparse documentation in the records pertains only to the series of transactions involving the joint account; the other two incidents are mentioned only in the Show Cause Order. There is also no record of what transpired at the November 5, 2009 administrative hearing.

In her letter dated November 5, 2009 and addressed to Endaya and a certain Randy Uson, Rogan admitted to "commit[ing] mistakes", but she did not specifically admit the charges in the Show Cause Order. In the proceedings a quo, Rogan relied mainly on four defenses: 1) that signature verification is not her duty; 2) that Axalan was her superior officer and she could not therefore stop the former's transactions; 3) the joint account transactions were exempt from the signature verification requirements; and 4) CSI had no prohibition against its employees transacting in behalf of clients.

At the outset, we reiterate that while CSI blames Rogan for lapses in connection with three separate incidents, there is evidence on record for only one of those incidents: the series of transactions involving a joint account. These four transactions were processed within a time frame of five (5) months in a single year, without any report of loss or damage to the bank or its clients. The transactions all involved transfers between accounts owned by the same joint depositors, who did not raise any complaint in connection therewith. Given this factual context, we agree with the CA that these transactions were deliberately processed by Axalan in the name of customer convenience and satisfaction, in the process bypassing the signature verification and Separation of Functions policies of the bank.

Under CSI's MIFT Policy Bulletin, awareness and knowledge of which Rogan admits, all external MIFT instructions should be covered by a MIFT Agreement, which is a clause or set of clauses integrated into the terms and conditions presented by the bank to new accountholders. The MIFT Agreement, in general, provides that: 1) being initiated by human intervention, MIFTs pose an increased risk of fraud or error compared to automated transfers; and 2) if the depositor or client thus initiates a MIFT, and such MIFT instruction is acted upon by a bank officer or employee in accordance with relevant security procedures or under the proper standard of care, then the depositor or client shall be responsible for any damage suffered by him/her or the bank in connection with said transaction. The MIFT Policy Bulletin also provides that the MIFT Agreement is exempted for First Party Transfers, which are defined as "transactions within the customer's own accounts (within the bank & within country), where the owners of the accounts and the mode of operation (account ownership pattern) across all accounts are the same"; such transfers are also exempted from callback. The Policy Bulletin likewise provides that CSOs such as Rogan are "[e]mpowered to approve (depending on designation) for transaction amounts beyond set limits or exception processing." However, it must be noted that First Party Transfers are exempted only from the MIFT Agreement, but not from the whole MIFT Policy. Thus, clients who initiate First Party Transfers will not be held liable for any loss or damage to them or to the bank in connection with such transfers; however, the bank's employees are still required to observe the applicable provisions of the MIFT Policy with respect to such transfers. The first paragraph of item number 8 of the MIFT Policy Bulletin states:

8. MAIL/MESSENGER, including MTS, AND WITHDRAWAL FORMS AGAINST STATEMENT SAVINGS

All written requests, including MTS and Withdrawal Forms, via representative should bear the accountholders' signatures. Verification of accountholder's signature on the request/form is mandatory to ensure the validity of the instruction and account ownership[;]

while item number 12.1 thereof states:

12. SEPARATION OF FUNCTIONS

1[2].1 Recipient of customer instruction should not perform the signature­verification nor the callback. Exception is for OTC (over-the-counter) where the teller/processor receiving the instruction through the messenger, can be treated as an 'independent' person, and can perform the signature verification. However, the callback function should be independent of the teller-recipient.

A perusal of the transaction slips for the joint accounts presented by CSI indicates that the transactions were indeed First Party Transactions as defined in the MIFT Policy Bulletin. It is likewise undisputed that Axalan processed these transactions all by herself without having the signatures in the transaction slips verified by another bank employee, in violation of the aforequoted provisions of the MIFT Policy. It must be noted that Axalan is the branch Account Officer, while Rogan is the Cash/Operations Officer. Between them, it is Axalan who is more likely to interact with the branch's clients and take instructions from them regarding their deposits. CSI likewise admits that Axalan had the authority to process transactions, subject to compliance with the MIFT Policy, including signature verification. While we agree that signature verification is not part of Rogan's duties, we find that enforcement of the MIFT Policy falls within her remit, as she is tasked with monitoring and oversight of tellering functions, providing consistent and superior service delivery standards, and ensuring accurate and timely processing of customer transactions to effectively build customer trust and loyalty. These responsibilities of CSOs such as Rogan are precisely the bases for their authority to approve "exception processing" of transactions which do not comply with the MIFT Policy. Thus, in the absence of any evidence that the authority to approve exception processing was vested in another employee in the Legaspi Village Branch, it is more reasonable to conclude that Rogan was simply exercising her prerogatives under the MIFT policy when she allowed the joint account transactions to undergo processing by Axalan, who was in a unique position to accept and process instructions directly from clients by virtue of her job as Account Officer. The absence of other evidence, such as transcripts, notes, or summations from the administrative hearing, as well as the sanctions imposed on Axalan, means that this Court and the tribunals a quo have no way of delving deeper into the circumstances surrounding the said transactions. What appears from the record is that after the administrative hearing, Rogan issued an apology admitting her mistakes, without admitting any specific lapse or violation of the MIFT Policy. To this Court's mind, Rogan could have realized after the administrative investigation that her exercise of prerogatives under the MIFT Policy with respect to the suspect transactions was improper or irregular, even if, as the CA posits, she and Axalan were simply making an exception for a loyal client in furtherance of their duty to "effectively build customer trust and loyalty" by "enabl[ing] customer convenience," as stated in the MIFT Policy. In view of the foregoing findings, we hold that there is no substantial evidence to prove that Rogan's neglect was so gross and habitual as to constitute just cause for the termination of her employment.

Breach of trust and confidence

Breach of trust and confidence as a just cause for termination of employment is governed by Article 297(c) of the Labor Code, which allows employers to dismiss employees on the ground of fraud or willful breach by employees of the trust reposed in them by their employers. The just cause referred to in the statute is not the loss of trust and confidence per se, but the willful breach which caused such loss of trust and confidence. Jurisprudence thus requires clear and substantial proof of the employee's particular acts which breached the employer's trust and confidence. "While loss of trust and confidence should be genuine, it does not require proof beyond reasonable doubt, it being sufficient that there is some basis for the misconduct and that the nature of the employee's participation therein rendered him unworthy of the trust and confidence demanded by his position."

Breach of trust and confidence as a just cause for dismissal has been held applicable only to two classes of employees who are akin to agents: employees with managerial and/or human resource prerogatives, and custodians of the employer's money or property. In Rogan's case, her functions relate to the implementation of CSI's policies on tellering and transaction management. It is settled that the relationship between a bank and its depositors is in the nature of a simple loan, whereby the amounts deposited with the bank become its property. As her job involves ensuring the promptness and accuracy of the bank's cash transfers, Rogan is essentially a custodian of the bank's property; she therefore occupies a position of trust and confidence within CSI, as she is charged with overseeing the proper flow of cash transfers within her branch.

Given the nature and purpose of their business, banks are required to exercise elevated standards of diligence in almost all aspects of their operations: from the handling of deposits, to their dealings in real property, and the selection and supervision of their employees. As regards this last aspect, we have recently reiterated that banks must manage their employees with the highest standards of diligence:

RA 8791 enshrines the fiduciary nature of banking that requires high standards of integrity and performance. The statute now reflects jurisprudential holdings that the banking industry is impressed with public interest requiring banks to assume a degree of diligence higher than that of a good father of a family. Thus, all banks are charged with extraordinary diligence in the handling and care of its deposits as well as the highest degree of diligence in the selection and supervision of its employees. The foregoing obligation of banks is absolute and deemed written into every deposit agreement with its depositors.

x x x x

Allied Bank is expected to act with extraordinary diligence required of banks. We cannot overemphasize that the highest degree of diligence required of banks likewise contemplates such diligence in the selection and supervision of its employees. The very nature of their work which involves handling millions of pesos in daily transactions requires a degree of responsibility, care and trustworthiness that is far greater than those expected from ordinary clerks and employees. The bank must not only exercise "high standards of integrity and performance," it must also insure that its employees do likewise because this is the only way to insure that the bank will comply with its fiduciary duty.

Failure to observe the highest standards of diligence in the supervision and selection of employees opens banks to liability. In Bank of the Philippine Islands v. Court of Appeals, an impostor was able to pre-terminate the money market placement of a bank client because the bank employees failed to conduct callback and signature verification. Worse, the impostor was able to receive checks representing the value of the money market placement, which she then deposited in another bank. We sustained the finding of the Philippine Clearinghouse Corporation that "the banks were negligent in the selection and supervision of their employees," and ordered them to proportionally shoulder the losses and costs associated with the transactions.

In Dra. Oliver v. Philippine Savings Bank, et al., the acting branch manager, who was also assistant vice-president of the bank, convinced a depositor to allow the use of the latter's deposited funds as bridge financing, from which the depositor will earn a commission. The bank officer further convinced the depositor to open a credit line to finance the operation, and the depositor entrusted her passbook to the bank officer for such purpose. However, the bank officer used the depositor's funds to finance other loans without the depositor's consent, causing the credit line to fall due, which in tum led to the bank filing a collection case against the depositor. In holding the bank solidarily liable with its officer, we held:

Castro, as acting branch manager of PSBank was able to facilitate the questionable transaction as she was also entrusted with Oliver's passbook. In other words, Castro was the representative of PSBank, and, at the same time, the agent of Oliver, earning commissions from their transactions. Oddly, PSBank, either consciously or through sheer negligence, allowed the double dealings of its employee with its client. Such carelessness and lack of protection of the depositors from its own employees led to the unlawful withdrawal of the P7 million from Oliver's account. Although Castro was eventually terminated by PSBank because of certain problems regarding client accommodation and loss of confidence, the damage to Oliver had already been done. Thus, both Castro and PSBank must be held solidarily liable.

With the foregoing considerations in mind, we find that Rogan's accumulated lapses breached the trust and confidence reposed in her by CSI.

As explained above, there is substantial evidence of several noncompliant transactions that were processed in CSI's Legaspi Village Branch under Rogan's watch. Verily, Rogan was remiss in the implementation of CSI's MIFT Policy with respect to the transactions in question, even if she could have been merely motivated by the desire to build customer loyalty and did not cause loss or damage to any party. In fact, she acknowledged committing lapses and even offered to resign. While Rogan's lapses with respect to the subject transactions do not, by themselves, constitute gross and habitual neglect, we find that they were enough to finally breach the trust and confidence reposed in her by CSI. "[F]itness for continued employment cannot be compartmentalized into tight little cubicles of aspects of character, conduct, and ability separate and independent of each other". It must be noted that Rogan had been previously suspended for failing to conduct a cash count and misrepresenting such lapse in an official company document. In her suspension notice, she was formally warned that "any similar violations in the future will be dealt with more severely." Given the extraordinary level of diligence demanded by law from banks and the sensitive nature of Rogan's duties, her accumulated violations of company policies, which all relate to the proper management and disposition of cash, were enough for CSI to lose trust and confidence in her. We therefore sustain the concurrent conclusion of the LA and the NLRC that her dismissal on the basis of loss of trust and confidence is justified.

Due process

Rogan argues that CSI did not observe due process in dismissing her, because the Show Cause Order did not clearly specify the company rules or policies she allegedly violated; and she was given only twenty-four (24) hours to respond thereto. Rogan asserts that she should have been given at least five (5) days to respond to the charges, in accordance with the guidelines laid down in the case of King of Kings Transport, Inc. v. Mamac (King of Kings). We do not agree.

We find that the Show Cause Order, which constituted the first written notice to Rogan, is substantially compliant with the requirements of procedural due process that are implemented by the King of Kings guidelines. Contrary to Rogan's claims, the Show Cause Order contains not only the facts and circumstances that form the basis of the charges against her, it also specifically states that:

You are fully aware, of course, of your obligation as Customer Service Officer to impose branch's control and to comply with the Bank's policy on the following:

• Bank 101 Transacting in Behalf of the Client

• Purchase of Managers Check and Demand Draft

• Manually [Initiated] Funds Transfer (MIFT)

• Fund Transfer

• Signature verification versus Oscar or ROF, Signature cards, Board Resolution/Secretary Certificate

• Signature verification, approval and override of AO in the presence of CSO

Unless satisfactorily explained, your deviation from the policy constitutes a violation and which may warrant the imposition of the appropriate disciplinary actions against you.

The aforequoted passage shows that the policies alleged to have been violated by Rogan were all enumerated in the Show Cause Order.

However, it must be noted that the Show Cause Order does not specifically state that Rogan was being terminated; it only states that she may be meted the "appropriate disciplinary actions" if warranted by the results of the investigation. The whole point of the Show Cause Order was to allow Rogan to submit her evidence and defenses in conjunction with CSI's own investigation, in order to determine the appropriate sanction that may be meted against her. While she may have been given only twenty-four (24) hours to respond to the Show Cause Order, the NLRC, nevertheless, found that CSI still accepted her belatedly submitted explanation. She likewise participated in the administrative investigation, and the final resolution of her case was made only in January 2010, or almost two (2) months after the issuance of the Show Cause Order. The Termination Notice issued by CSI clearly states that "[a]fter a careful review and deliberation of the evidence and [Rogan's] explanations, including [he]r statements/answers during the administrative hearing, Management finds sufficient and compelling evidence of [he]r inability to comply with [CSI's] policies x x x"; accordingly, she was found guilty of "breach[ing] [he]r duties as a B[ranch] C[ash] O[fficer]." Given these circumstances, we find that CSI observed procedural due process in dismissing Rogan.

Separation pay

Taking together the existence of just cause for termination, her apologetic admission of fault, as well as her length of service, previous exemplary performance, and the circumstances which led to her dismissal, we sustain the award of separation pay to Rogan. Considering that she was validly dismissed for a just cause, the award of separation pay shall be in the form of financial assistance. "As a measure of social justice, the award of separation pay/financial assistance has been upheld in some cases even if there is no finding of illegal dismissal," "where the employee is validly dismissed for causes other than serious misconduct or those reflecting on his [or her] moral character." Here, Rogan is being dismissed for an accumulation of relatively minor lapses. There is no proof of any material benefit or gain to Rogan in connection with the noncompliant transactions processed by Axalan; there was likewise no proof of any pecuniary loss or damage to CSI or any of its clients in connection therewith. Ultimately, Rogan's dismissal was necessitated by the nature and character of her lapses, as calibrated against the sensitive nature of her position and her employer's obligation to exercise extraordinary diligence in the selection and supervision of its employees. We are of the considered opinion that such a situation justifies a minor shifting of the scales of justice in favor of labor in the form of separation pay as financial assistance.

Finally, considering the absolute dearth of evidence to justify any liability on the part of petitioners Lynch, Abrigo, and Endaya in connection with Rogan's termination, we hold that the obligation to give separation pay should vest upon CSI alone.

WHEREFORE, the present petition is PARTIALLY GRANTED. The May 16, 2014 Decision and the September 30, 2015 Resolution of the Court of Appeals in CA-G.R. SP No. 122602 are hereby REVERSED and SET ASIDE. Judgment is hereby rendered ORDERING Citibank Savings, Inc. and/or its successors-in-interest to PAY Brenda L. Rogan separation pay as financial assistance, in the amount of one-half (1/2) month's salary for every year of service. This case is hereby REMANDED to the Labor Arbiter for the proper computation of the amount of separation pay due to Brenda L. Rogan.

QUESTION AND ANSWER: