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BOARD OF DIRECTORS   

The Board of Directors (the “Board”) is primarily responsible for the governance of the Corporation. The Board is the government’s agent in pursuing economic growth and development within the ambit of the Corporation’s jurisdiction. To this end, it will be necessary to ensure that only individuals who are fit and proper by reason of their experience, education, training and competence can be appointed as members of the Board of PDIC. PDIC, being created by special law, shall have a Board of Directors composed of the following, as prescribed in its Charter:

  1. The Secretary of Finance who shall be the ex-officio Chairperson of the Board without compensation.

  2. The Governor of the Bangko Sentral ng Pilipinas (BSP) who shall be ex-officio member of the Board without compensation.

  3. The President of the Corporation, who shall be appointed by the President of the Philippines from a shortlist prepared by the Governance Commission for Government-Owned or -Controlled Corporations pursuant to Republic Act No. 10149 to serve on a full-time basis for a term of six (6) years. The President of the Corporation shall also serve as Vice Chairman of the Board.

  4. Four (4) members from the private sector to be appointed for a term of six (6) years by the President of the Philippines from a shortlist prepared by the Governance Commission for Government-Owned or -Controlled Corporations pursuant to Republic Act No. 10149


Board of Directors

Carlos G. Dominguez III
CHAIRMAN
Secretary, Department of Finance
Roberto B. Tan
VICE CHAIRMAN
President, Philippine Deposit Insurance Corporation
Benjamin E. Diokno
MEMBER
Governor, Bangko Sentral ng Pilipinas
Rogelio M. Guadalquiver
MEMBER
Private Sector Representative
Eduardo M. Pangan
MEMBER
Private Sector Representative
Anita Linda R. Aquino
MEMBER
Private Sector Representative
Reynaldo F. Tansioco
MEMBER
Private Sector Representative


Board Committees
Board Committees

Board Risk Management Committee
Board Risk Management Committee

MEMBERSHIP

The BRMC shall consist of at least three (3) members with at least one (1) member having background in finance and investments.

The Chairperson and the Vice Chairperson of the BRMC shall be elected from among the members of the Private Sector Representatives (PSR).

In the absence of the BRMC Chairperson, the Vice Chairperson shall act as the Chairperson during the meeting.

  Actual composition:
  1. Eduardo M. Pangan – Chairman
  2. Anita Linda R. Aquino - Vice Chairperson
  3. Carlos G. Dominguez III, represented by his alternate - Member
  4. Roberto B. Tan - Member
  5. Rogelio M. Guadalquiver - Member
  6. Reynaldo F. Tansioco - Member

CHARTER OF THE BOARD RISK MANAGEMENT COMMITTEE OF THE PHILIPPINE DEPOSIT INSURANCE CORPORATION1

INTRODUCTION

This Charter establishes the purpose, structure, powers, duties, and responsibilities of the Board Risk Management Committee (BRMC).

PURPOSE

The BRMC shall assist the PDIC Board of Directors in providing risk oversight to the Corporation, consistent with the risk management policy and strategy set by the PDIC Board of Directors.

MEMBERSHIP

The BRMC shall consist of at least three (3) members with at least one (1) member having background in finance and investments.

The Chairperson and the Vice Chairperson of the BRMC shall be elected from among the members of the Private Sector Representatives (PSR).

In the absence of the BRMC Chairperson, the Vice Chairperson shall act as the Chairperson during the meeting.

In case of a vacancy, a new member of the BRMC shall be elected by the Board

The members of the PDIC Executive Committee shall attend as presenters or resource persons with respect to their respective items for presentation. Other persons may be called upon to attend the BRMC meetings as observers/resource persons and to ensure proper appreciation and implementation of directives to address risks.

MEETINGS

The BRMC shall meet at least once a month. The Chairperson of the BRMC may call a special meeting whenever necessary. The presence of majority of the members shall constitute a quorum.

The Committee shall resolve to act on matters brought before it by a majority vote of all members present. All members, including the Chairperson, shall have one (1) vote each.

A notice of each meeting confirming the date, time, venue and agenda shall be forwarded to each member of the Committee at least three (3) working days before the date of the meeting.

The notice to members will include relevant board papers, reports and supporting documents for the agenda items to be discussed.

AUTHORITY

The BRMC shall:

  1. Have complete, adequate and timely access to Management, information and other resources of the Corporation, for any risk issues of the Corporation.

  2. Secure professional advice from directors and officers from within the Corporation and from appropriate external advisers whenever the need for it arises.

  3. Resolve any disagreement regarding risk management issues between RMO and management.

DUTIES AND RESPONSIBILITIES

The primary responsibility of the Board Risk Management Committee is to:

  1. Oversee and evaluate the adequacy and effectiveness of the risk management framework of the Corporation.

  2. Endorse measures that will enhance risk awareness throughout the Corporation.

  3. Foster a culture that takes into consideration risks in the decision-making processes throughout the organization.

  4. Endorse to the Board for notation and/or approval recommendations on how to address risks on proposed policies and guidelines and transactions.

  5. Exercise such other duties and responsibilities which the PDIC Board of Directors may delegate to the Committee from time to time.

SECRETARIAT

The Risk Management Office of the PDIC shall act as the Secretariat of the Committee. As such, it shall ensure that proper minutes are kept of each Committee meeting and submitted to the Committee for approval, and reported to the PDIC Board of Directors.

AMENDMENT

This Charter shall be reviewed at least every two (2) years and recommendations for changes, if any, shall be submitted to the Board for approval.

EFFECTIVITY

This Charter shall take effect immediately upon approval of the PDIC Board of Directors.

____________________________

1As revised per Board Resolution No. 2017-10-138 dated 20 October 2017


Board Audit Committee
Board Audit Committee
 
COMPOSITION

The Board Audit Committee shall be composed of at least three (3) members of the Board of Directors to be nominated and elected by the Board of Director namely: members from the Private Sector Representative and from its non–executive members.

The Chairman and Vice Chairman of the committee shall be elected by the Board of Director from among the Private Sector Representative. In the absence of the Committee Chairman, the Vice Chairman shall act as the Chairman during the meeting.

  Actual composition:
  1. Rogelio M. Guadalquiver – Chairman
  2. Reynaldo F. Tansioco - Vice Chairman
  3. Anita Linda R. Aquino – Member
  4. Benjamin E. Diokno represented by his alternate - Member
  5. Eduardo M. Pangan – Member

BOARD AUDIT COMMITTEE CHARTER

INTRODUCTION

This Charter establishes the purpose, authority and responsibility of the Audit Committee of the Philippine Deposit Insurance Corporation.

PURPOSE

The Audit Committee shall support the Board of Director in fulfilling its oversight responsibilities for the financial reporting purposes, the system on internal control, the audit process, and the Corporation’s process for monitoring compliance with laws and regulation and the Code of Ethics.

MEMBERSHIP

The Board Audit Committee shall be composed of at least three (3) members of the Board of Directors to be nominated and elected by the Board of Director namely: members from the Private Sector Representative and from its non–executive members.

The Chairman and Vice Chairman of the committee shall be elected by the Board of Director from among the Private Sector Representative. In the absence of the Committee Chairman, the Vice Chairman shall act as the Chairman during the meeting.

In case of vacancy, a new member of the committee shall be elected by the Board.

MEETINGS

The Committee shall meet at least once a month. The Chairperson of The Committee may call a special meeting whenever necessary. The presence of Majority of the members shall constitute a quorum.

AUTHORITY

The Audit Committee is authorized to:

  1. Have unrestricted access to any data or record or order any investigation or consultation on any matter within the scope of its responsibility.

  2. Seek information from directors, employees, external auditors/counsel, and other external parties , as necessary.

  3. Exercise oversight supervision over the internal audit function.

  4. Resolve any disagreement regarding audit issues or finding between management and internal audit.

DUTIES AND RESPONSIBILITIES

The Audit Committee will carry out the following duties and responsibilities:

  1. Oversee, monitor and evaluate the adequacy and effectiveness of the Corporation’s internal control system, engage and provide oversight of the Corporation’s internal and external auditors and coordinate with the Commission on Audit (COA).

  2. Review and approve audit scope and frequency, the annual internal audit plan, auarterly, semi-annual and annual financial statements before submission to the Board, focusing on charges in accounting policies and practices, major judgemental areas significant adjustment resulting from the audit, going concern assumptions, compliance with accounting standards, and compliance functions with regulatory and COA requirements;

  3. Receive and review reports of internal and external auditors and regulatory agencies, and ensure that Management is taking appropriate corrective action, in a timely manner in addressing control and compliance functions with regulatory agencies;

  4. Ensure that internal auditors have free and full access to the Corporation’s records, properties and personnel relevant to and required by its function and that the internal audit activity shall be free from interference in determining its scope, performing its work and communication its results; and

  5. Develop a transparent financial management system that will ensure the integrity of internal control activities throughout the Corporation through a procedures and policies handbook that will be used by the entire organization.

  6. Review with management and the Chief Audit Executive (CAE) the internal audit process, organizational structure, budget and staffing of the internal audit. The CAE shall refer to the head of the Internal audit Group.

  7. Review and concur in the appointment and annual review of the performance, and replacement of separation of the CAE.

  8. Regularly report to the Board of Directors matters discussed and action taken up in the Committee meeting for Board consideration, notation or approval.

  9. Exercise such other duties and responsibilities, which the PDIC Board of Directors may delegate to the Committee from time to time.

CHARTER AMENDMENT

This Charter shall be reviewed at least annually and recommendations for changes, if any, shall be submitted to the Board for approval.

EFFECTIVITY

This Charter shall take effect immediately upon the approval of the Board of Directors


Board Governance Committee
Board Governance Committee

COMPOSITION

The Governance Committee shall be composed of at least three (3) members of the Board and chaired by the Chairman of the Board.

In the absence of the Chairman, the Vice Chairman shall preside during meeting. The Vice Chairman shall be elected by the Committee from among the Appointive Directors.

  Actual composition:
  1. Carlos G. Dominguez III, represented by his alternate - Chairman
  2. Anita Linda R. Aquino – Vice Chairperson
  3. Benjamin E. Diokno represented by his alternate - Member
  4. Roberto B. Tan – Member
  5. Rogelio M. Guadalquiver – Member
  6. Eduardo M. Pangan – Member
  7. Reynaldo F. Tansioco – Member

    The Nomination and Remuneration Committee is a Board Committee which the GCG requires to be constituted. However, the GCG also recognized that there are GOCCs such as PDIC, which has limited number of Board members. Thus the GCG authorized PDIC to add the functions of the Nomination and Remuneration Committee to one of the existing Board committees.

    In accordance with the said authority, the Board of Directors resolved to add the functions of the Nomination and Remuneration Committee to the Board Governance Committee. This is contained in the Revised Code of Corporate Governance that was submitted and approved by the GCG on January 9, 2015. With this framework in place, the Board Governance Committee will be in a position to exercise the functions of the Nomination and Remuneration Committee.

CHARTER OF THE BOARD GOVERNANCE COMMITTEE OF THE PHILIPPINE DEPOSIT INSURANCE CORPORATION1

INTRODUCTION

The Charter establishes the purpose, structure, powers, duties and responsibilities of the Board Governance Committee.

PURPOSE

The purpose of the Board Governance Committee (“Committee”) is to assist the Board of Directors fulfill its corporate governance responsibilities and ensure adherence to the principles and standards of good corporate governance to promote transparency and accountability by:

  1. Defining the institutional framework for sound corporate governance.

  2. Adapting policies and procedures consistent with good governance standards; and

  3. Ensuring the availability of an effective system for monitoring compliance with laws, rules, regulations and policies.

MEMBERSHIP

The Governance Committee shall be composed of at least three (3) members of the Board and chaired by the Chairman of the Board.

In the absence of the Chairman, the Vice Chairman shall preside during meetings. The Vice Chairman shall be elected by the Committee from among the Appointive Directors.

Any vacancy in the membership of the Committee shall be filled up by the Board of Directors.

MEETINGS

  1. The Board Governance Committee shall meet at least once every two months or as it may deem necessary.

  2. A quorum for Committee meetings shall be majority of the members.

  3. Resolutions at the meeting of the Committee shall be approved by at least a majority of the voting members present at such meeting. Each member, including the Chairman shall have one (1) vote.

AUTHORITY

The Governance Committee is authorized to:

  1. Deal with, and where applicable, resolve, determine and endorse for Board approval, all matters falling within the scope of its purpose and duties as set out in this Charter.

  2. Meet with and obtain any information/assistance it may require from PDIC officers and staff or its external counsel/auditor/consultants having special competencies, as the Committee may deem necessary to fulfil its responsibilities.

DUTIES AND RESPONSIBILITIES

The Committee shall have the following duties and responsibilities:

  1. Ensure the effectiveness of the Board in fulfilling PDIC’s mandate to protect depositors and contribute to financial stability, by, among others:

    1. Recommending comprehensive orientation programs for the new directors and continuing education programs for the directors when appropriate;

    2. Recommending the manner by which the Board’s performance may be evaluated and proposing an objective performance criteria for approval of the Board; and

    3. Overseeing the periodic performance evaluation of the Board and its Committees through the conduct of an annual self-evaluation of its performance.

  2. Evaluate the governance structures and processes, including policy development, monitoring and oversight of compliance.

  3. Align the governance statement and principles with corporate governance standards and practices, and oversee updating of the PDIC’s Code of Corporate Governance as appropriate.

  4. Monitor the implementation of the PDIC Code of Ethics, PDIC Code of Corporate Governance and the Integrity Management Program and recommend approval of the guidelines on norms of conduct and ethical behaviour for PDIC employees, directors, consultants and agents.

  5. Adopt and implement the corporate governance scorecard prescribed by regulatory authorities.

  6. Oversee the performance of governance functions in support of the Corporation's goals and strategies by:

    1. Monitoring PDIC's compliance with applicable laws, rules and regulations to ensure that governance/ compliance issues are resolved expeditiously; and

    2. Endorsing to the Board appropriate actions for any violation/breach based on the review of the reports submitted thru/by the Corporate Govenance Office, and/or PDIC Management regarding significant compliance issues, general status of level of compliance to relevant laws, rules and regulations, updates and other compliance matters.

  7. Review the organizational structure and staffing of the Corporate Governance Office.

  8. Review and concur in the appointment and annual review of performance, replacement or separation of the Governance Officer in accordance with Civil Service laws and regulations.

  9. Prepare a monthly report to the Board of Directors of matters discussed and actions taken up in the Committee meeting for Board consideration, notation or approval.

  10. Exercise the functions of the Nomination and Remuneration Committee under pertinent rules and regulations.

  11. Perform such other functions as may be required by applicable laws, rules and regulations.

CHARTER AMENDMENT

This Charter shall be reviewed at least annually and recommendations for changes, if any, shall be submitted to the Board for approval.

EFFECTIVITY

This Charter shall take effect immediately upon approval by the Board of Directors.

____________________________

1As revised per Board Resolution No. 2017-12-174 dated 20 December 2017.


Review of Corporate Vision/Mission and Strategy

Review of Corporate Vision/Mission and Strategy

The PDIC Board of Directors approved the Corporate Performance Evaluation Scorecard (CPES) for 2015 - 2019 in July 2014. The years 2016-2017 were submitted to the Governance Commission for Government-Owned or-Controlled Corporations (GCG) in compliance with the requirements for the 2016 Performance Agreement Negotiation as approved by the Board last July 22, 2015. In early August to late September of 2015, PDIC conducted the strategic planning exercise and updated its CPES to cover the period 2016-2020.

The CPES 2016-2020 was approved by the PDIC Board in its meeting last October 21, 2015. The planning workshop included a presentation of the revised vision statement and strategy map of PDIC. These were submitted to the GCG and became part of the Performance Agreement on November 3, 2015.

In compliance with GCG’s call for the conduct of a Technical Panel Meeting covering CY 2018 under Memorandum Circular No. 2017-02, PDIC conducted a strategic planning exercise in September 2017 to formulate the Performance Scorecard (PS) for 2018-2020. The said PS was presented to and approved by the PDIC Board on September 20, 2017, which included a presentation of the Vision and Mission Statements. The proposed PS was modified based on the discussions made during the Technical Panel Meeting held on November 21, 2017. Upon approval by the PDIC Board, the PS for 2018-2020 was submitted to the GCG on December 22, 2017.

In September 2018, PDIC conducted a series of pre-planning workshops to: a) revisit the Vision and Mission Statements and Roadmap; and b) review and extend the PS for 2018 – 2020 up to 2023 (5 years), taking into consideration the internal and external developments that impact on PDIC operations, Board directives and accomplishments on the 2018 PS as of June 30, 2018.

The strategic planning outputs namely, the Vision and Re-stated Mission Statements, Updated Roadmap and PS for 2019 – 2023 were presented to the PDIC Board of Directors for discussion on September 19, 2018. Based on the results of the discussion, the proposed PS for 2019 – 2023 was finalized.

Upon approval by the PDIC Board on September 25, 2018, the PS for 2019-2023 was submitted to the GCG on September 28, 2018.

Implementation of the Corporate Strategy

Implementation of the Corporate Strategy

The Board of Directors monitors/oversees the implementation of the corporate strategies by reviewing and approving the Quarterly Report on Corporate Performance, which are submitted to the GCG and uploaded in PDIC’s website, in compliance with GCG Memorandum Circular No. 2017-02 on the Interim Performance Evaluation System (PES) for the GOCC Sector.

Board Meetings

Board Meetings

Board Meetings 2015

Board meetings are scheduled at the beginning of the year to enable Board members to calendar and block off proposed dates. The Corporate Secretary coordinates with the members of the Board regarding their availability for the year before fixing the dates of the meetings.

In 2015, the Board of Directors met for all of the 25 meetings held for the year. Three of the five Directors/ Alternates attended at least 90% of the Board meetings for 2015.

In the March 18, 2015 Board meeting, the members of the Board met separately without President Cristina Q. Orbeta where the latter left early for a meeting in Malacañang.

To make sure that the members of the Board are promptly informed of important and relevant information for intelligent and accurate decisions, the existing guidelines ensures that all members of the Board are provided with copies of the Board materials not later than three working days before the scheduled Board meeting. In case of urgent issues/matters to be discussed, a comprehensive management presentation of the issues precedes a discussion of the Board and all members of the Board are given sufficient time to ask questions and raise their concerns on the matter.

Board Meetings 2016

Board meetings are scheduled at the beginning of the year to enable Board members to calendar and block off proposed dates. The Corporate Secretary coordinates with the members of the Board regarding their availability for the year before fixing the dates of the meetings.

In 2016, the Board of Directors met for all of the 21 meetings held for the year. Three of the five Directors/ Alternates attended at least 90% of the Board meetings for 2016.

In the April 4, 2016 Board Governance Committee meeting, the members of the Board met separately without President Cristina Q. Orbeta.

To make sure that the members of the Board are promptly informed of important and relevant information for intelligent and accurate decisions, the existing guidelines ensures that all members of the Board are provided with copies of the Board materials not later than three working days before the scheduled Board meeting. In case of urgent issues/matters to be discussed, a comprehensive management presentation of the issues precedes a discussion of the Board and all members of the Board are given sufficient time to ask questions and raise their concerns on the matter.

Board Meetings 2017

Board meetings are scheduled at the beginning of the year to enable Board members to calendar and block off proposed dates. The Corporate Secretary coordinates with the members of the Board regarding their availability for the year before fixing the dates of the meetings.

In 2017, the Board of Directors met for all of the 21 meetings held for the year. Six of the seven Directors/Alternates attended at least 90% of the Board meetings for 2017.

On December 18, 2017, the members of the Board met separately without President Roberto B. Tan.

To make sure that the members of the Board are promptly informed of important and relevant information for intelligent and accurate decisions, the existing guidelines ensures that all members of the Board are provided with copies of the Board materials not later than three working days before the scheduled Board meeting. In case of urgent issues/matters to be discussed, a comprehensive management presentation of the issues precedes a discussion of the Board and all members of the Board are given sufficient time to ask questions and raise their concerns on the matter.

Board Meetings 2018

Board meetings are scheduled at the beginning of the year to enable Board members to calendar and block off proposed dates. The Corporate Secretary coordinates with the members of the Board regarding their availability for the year before fixing the dates of the meetings.

In 2018, the Board of Directors, met for all the 23 meetings held for the year. Six of the seven Directors/Alternates attended at least 90% of the Board meetings for 2018.

On October 24, 2018 and October 26, 2018, the members of the Board met separately without President Roberto B. Tan.

To make sure that the members of the Board are promptly informed of important and relevant information for intelligent and accurate decisions, the existing guidelines ensures that all members of the Board are provided with copies of the Board materials not later than three working days before the scheduled Board meeting. In case of urgent issues/matters to be discussed, a comprehensive management presentation of the issues precedes a discussion of the Board and all members of the Board are given sufficient time to ask questions and raise their concerns on the matter.

Board Appraisal

Board Appraisal

The Board of the Directors conducts an assessment of its performance as a functioning unit through a self-assessment process. Here, assessment is done with the help of a questionnaire which each Director must accomplish. There are ten items in each criterion with a rating scale from 0 to 10 (being the highest) and the total points are rated from 0 to 100 points (100 as Outstanding and below 60 as Unsatisfactory). The criteria in the assessment are based on attributes relating to the role of the Board as a whole and the role of an individual Board member.

The Board of Directors likewise conducts an annual assessment of its performance using the Performance Evaluation for Directors (PED) System prescribed in GCG Memorandum Circular (M.C) No. 2014-03. The said circular states the process and criteria used to evaluate the performance of the directors. One of the components of the PED System is the Directors Performance Review (DPR), wherein the Directors accomplish self-appraisal and peer-appraisal forms through http://iped.gcg.gov.ph or the internet-based PED System.

Board Committee Appraisal

Board Committee Appraisal

The Board of Directors has approved the implementation of the annual assessment of the performance of the Board Committees starting calendar year 2017. All members of the Board Governance Committee, Board Audit Committee and Board Risk Management Committee answered a performance assessment form for each Board Committee to evaluate their performance, and identify strengths and areas of improvement. The duties and responsibilities of the Board Committees as stated in their respective Board Committee charters were the basis of the criteria used in the performance assessment form.

Continuing Education

Continuing Education

Upon appointment as a Director, the Corporate Secretary provides a Director’s Kit which contains the PDIC’s Mission, Vision, Core Values and Quality Policy Statements; PDIC Charter; Organizational and Functional Charts; Code of Corporate Governance; Code of Ethical Behavior; Directors and Officers Liability Insurance; and Annual Report/latest Financial Statements. The Corporate Secretary, with the concerned Senior Management Officer briefs the Directors on the Corporation’s operations and strategic plans and objectives, as well as other matters that may be requested by the Directors.

As part of the Corporation's continuing education for all Directors, they are regularly updated of applicable laws, rules and regulations. The Directors are also informed of relevant upcoming conferences, courses, trainings and seminars. The Corporation arranges and funds training sessions and seminars attended by the Directors.
PDIC is a government instrumentality created in
1963 by virtue of Republic Act 3591, as amended,
to insure the deposits of all banks. PDIC exists to
protect depositors by providing deposit insurance coverage for the depositing public and help promote financial stability
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