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.

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.

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

The Audit Committee shall be composed of at least four (4) members of the Board of Directors to be nominated and elected from among the ex-officio members, except the President of the Corporation, and appointive directors.

The Chairperson and Vice Chairperson shall be elected by the Board of Directors from the appointive directors. In the absence of the Chairperson in a Committee Meeting where there is a quorum, the Vice Chairperson shall act as the Chairperson.

BOARD AUDIT COMMITTEE CHARTER¹

INTRODUCTION

This Charter establishes the purpose, authority and responsibility of the Audit Committee.

PURPOSE

The Audit Committee shall:

1. Assist the Board of Directors in fulfilling its statutory responsibilities, as provided under the PDIC Charter (RA 3591, as amended);

2. Provide oversight of the financial reporting;

3. Monitor and evaluate the adequacy and effectiveness of the internal control system; and

4. Monitor compliance with applicable laws, rules and regulations.




MEMBERSHIP

The Audit Committee shall be composed of at least four (4) members of the Board of Directors to be nominated and elected from among the ex-officio members, except the President of the Corporation, and appointive directors.

The Chairperson and Vice Chairperson shall be elected by the Board of Directors from the appointive directors.

In the absence of the Chairperson in a Committee Meeting where there is a quorum, the Vice Chairperson shall act as the Chairperson.

In case of vacancy, a new member shall be elected by the Board of Directors from among the qualified members of the Board of Directors.

The Board of Directors may review, as necessary, the composition of the Audit Committee.

MEETINGS

The Audit Committee shall meet at least once a month. The Chairperson 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. Access any data or records with due regard to existing law, rules and regulations on Data Privacy.

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

3. Approve, resolve and/or endorse for the Board's approval all matters that are consistent with its authority, duties and responsibilities.

4. Pass upon the recruitment, selection, replacement or separation of the Head of the Internal Audit Group.

5. Investigate on its own volition or order the conduct of such investigation involving matters within the scope of its authority, duties and responsibilities.

DUTIES AND RESPONSIBILITIES

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

1. Exercise oversight supervision over the Internal Audit function.

2. Monitor and evaluate the adequacy and effectiveness of the Corporation's internal control system, and periodically monitor and evaluate the performance of the internal audit.

3. Provide strategic direction in the operationalization of the internal audit function of the Corporation, from planning to performance evaluation, including providing insights on, review, verify the veracity of, and approve internal strategic and annual audit plans.

4. Review the monthly and annual financial statements and endorse to the Board for notation and/ or approval, focusing on changes in accounting policies and practices, major judgmental areas, significant adjustments resulting from the external audit, going concern assumptions, compliance with accounting standards, and compliance with tax, legal, regulatory and COA requirements.

5. Coordinate with the Commission on Audit (COA) auditors, as the mandated external auditors of the Corporation, on matters relating to the results of its audit and/or accounting standards, policies, and practices.

6. Oversee management's actions to address issues and/or concerns raised by the external auditor or other government agencies, and if done in a timely manner, as applicable.

7. Oversee authority of internal auditors to have free and full access to all 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 the determination of scope, performance of work and communication of results.

8. Review and approve strategic and annual plans (together with the scope and frequency of audits), results of audits, including the management's/auditees' corrective and preventive actions to address the audit issues.

9. Oversee the review of the Head of the Internal Audit Group of the internal audit processes and procedures, the organizational structure, the budget, and the staffing pattern of the Internal Audit Group.

10. Discuss the internal audit findings and recommendations with other senior or key officials in the agency, as necessary.

11. Oversee Management's actions, including the development/refinement of certain policies/guidelines to avoid occurrence (preventive action) or recurrence (corrective action) of control weaknesses and incidences.

12. Require Internal Audit Group to report the status of implementation of approved recommendations, and preventive and corrective measures, to address control weaknesses/incidences after a reasonable period from the report submission date.

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

14. 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 approval by the Board of Directors.

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¹As revised per Board Resolution No. 2023-12-138 dated 14 December 2023.

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.

    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, membership, authority, 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 Chairperson of the Board.

In the absence of the Chairperson, the Vice Chairperson shall preside during meetings. The Vice Chairperson 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 Chairperson 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. Recommend to the Board regarding the continuing education of Directors, assignment to Board Committees, succession plan for the Executive Officers, and their remuneration commensurate with corporate and individual performance;

2. Recommend the manner by which the Board's performance may be evaluated and propose an objective performance criteria to be approved of the Board, and such performance indicators shall address how the Board will enhance long-term shareholder value;

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

4. Decide whether or not a Director is able to and has been adequately carrying out his/her duties as director bearing in mind the director's contribution and performance (e.g., competence, candor, attendance, preparedness and participation);

5. Evaluate and endorse to the Board the following:

   1. Proposed policies, guidelines (SOGIs), issuances involving major changes in a process of doing an activity

   2. Reorganization, compensation and other organizational changes

   3. Issues on implementation of external laws/regulations, or fulfilling statutory and regulatory responsibilities

   4. Report of corporate accomplishments and corporate plans

   5. Report on administrative cases

   6. Identified Governance, Risk and Compliance (GRC) issues

   7. Report on updates or implementation of the PDIC Code of Ethics, PDIC Code of Corporate Governance and the Integrity Management Program

   8. Report on the Corporate Governance Scorecard

   9. Appropriate actions for any violation/breach based on the review of the reports submitted thru/by the Corporate Governance 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

   10. Other items as may be instructed by the Board, the BGC or President

6. 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;

7. Exercise the functions of a Nomination and Remuneration Committee under pertinent rules and regulations;

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

CHARTER AMENDMENT

This Charter shall be reviewed every two years 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.

____________________________

²As revised per Board Resolution No. 2023-12-138 dated 14 December 2023.