Philippine Deposit Insurance Corporation Official Website

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. Juan D. de Zuñiga, Jr. – Chairperson
	2. Reynaldo F. Tansioco – Vice Chairperson
	3. Eli M. Remolona, Jr., represented by his alternate – Member
	4. Ralph G. Recto, represented by his alternate – Member
	5. Roberto B. Tan – Member
	6. Rogelio M. Guadalquiver – Member
	7. Aurora C. Ignacio – 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:

Have complete, adequate and timely access to Management, information and other resources of the Corporation, for any risk issues of the Corporation.
Secure professional advice from directors and officers from within the Corporation and from appropriate external advisers whenever the need for it arises.
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:

Oversee and evaluate the adequacy and effectiveness of the risk management framework of the Corporation.
Endorse measures that will enhance risk awareness throughout the Corporation.
Foster a culture that takes into consideration risks in the decision-making processes throughout the organization.
Endorse to the Board for notation and/or approval recommendations on how to address risks on proposed policies and guidelines and transactions.
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

COMPOSITION

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.

	Actual composition:
	1. Rogelio M. Guadalquiver – Chairperson
	2. Reynaldo F. Tansioco – Vice Chairperson
	3. Eli M. Remolona, Jr., represented by his alternate – Member
	4. Juan D. de Zuñiga, Jr. – Member
	5. Aurora C. Ignacio – Member
	6. Ralph G. Recto, represented by his alternate – Member

BOARD AUDIT COMMITTEE CHARTER¹

INTRODUCTION

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

PURPOSE

The Audit Committee shall:

Assist the Board of Directors in fulfilling its statutory responsibilities, as provided under the PDIC Charter (RA 3591, as amended);
Provide oversight of the financial reporting;
Monitor and evaluate the adequacy and effectiveness of the internal control system; and
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:

Access any data or records with due regard to existing law, rules and regulations on Data Privacy.
Seek information, as necessary, from directors, officers/employees, external auditors, counsels and other external parties.
Approve, resolve and/or endorse for the Board's approval all matters that are consistent with its authority, duties and responsibilities.
Pass upon the recruitment, selection, replacement or separation of the Head of the Internal Audit Group.
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:

Exercise oversight supervision over the Internal Audit function.
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.
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.
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.
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.
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.
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.
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.
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.
Discuss the internal audit findings and recommendations with other senior or key officials in the agency, as necessary.
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.
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.
Regularly report to the Board of Directors matters discussed and actions taken up in the Committee meeting for Board consideration, notation or approval.
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.

____________________________

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

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. Eli M. Remolona, Jr., represented by his alternate – Chairperson
	2. Aurora C. Ignacio – Vice Chairperson
	3. Ralph G. Recto, represented by his alternate – Member
	4. Roberto B. Tan – Member
	5. Rogelio M. Guadalquiver – Member
	6. Reynaldo F. Tansioco – Member
	7. Juan D. de Zuñiga, Jr. – 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, 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:

Defining the institutional framework for sound corporate governance;
Adapting policies and procedures consistent with good governance standards; and
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

The Board Governance Committee shall meet at least once every two months or as it may deem necessary.
A quorum for Committee meetings shall be majority of the members.
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:

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;
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:

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;
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;
Oversee the annual performance evaluation of the Board and its Committees through the conduct of an annual self-evaluation of its performance;
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);
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
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;
Exercise the functions of a Nomination and Remuneration Committee under pertinent rules and regulations;
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.

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

The corporate PES 2016-2020 was approved by the PDIC Board in its meeting last 21 October 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 3 November 2015.

In compliance with GCG's call for the conduct of a Technical Panel Meeting (TPM) 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 20 September 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 21 November 2017. Upon approval by the PDIC Board, the PS for 2018-2020 was submitted to the GCG on 22 December 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 30 June 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 19 September 2018. Based on the results of the discussion, the proposed PS for 2019-2023 was finalized. Upon approval by the PDIC Board on 25 September 2018, the PS for 2019-2023 was submitted to the GCG on 28 September 2018.

The PDIC Board of Directors and Top Management, in collaboration with the Institute of Corporate Directors (ICD), reviewed the Vision, Mission and Core Values of the Corporation on 11-12 September 2019. The revitalized Vision statement, a clearer Mission statement and reinforced set of Core Values, together with the updated Strategic Objectives for 2020-2023, paved the way for the organization's blueprint for the next four years-the PDIC Strategy Map. The objectives that were established based on the four important perspectives namely, learning and growth, internal processes, customers/stakeholders and financial, will drive the Corporation's performance aimed to add value to PDIC stakeholders.

On 15 October 2019, during the Technical Panel Meeting with the GCG, PDIC submitted the Board-approved Strategy Map containing the Vision and Mission Statements, Core Values, and Strategic Objectives and the Performance Evaluation System. In a letter dated 20 January 2020, the GCG transmitted the Board-approved Strategy Map and the Performance Scorecard 2020 with modification. The document was received by PDIC on 4 February 2020. On 21 February 2020, PDIC sent a request for reconsideration on four Strategic Measures (SM). PDIC received GCG's response on 3 March 2020, noting that it took into consideration the justifications presented by PDIC in its request for performance scorecard modification and the supporting documents during the validation of PDIC's accomplishments for 2020.

In view of the pandemic, the Board reviewed the Performance Scorecard that will impact on the achievement of the Strategic Objectives and the Corporate Vision. On 22 July 2020, the Board approved the proposed revisions to the PS 2020 that take into account the impact of Covid-19 as well as the economic environment and developments especially in the health sector. On 30 July 2020, PDIC submitted the Board-approved revised PS 2020 to the GCG together with a request for a meeting to discuss the proposed revisions. On 7 August 2020, GCG requested other documents relevant to the impact of COVID - 19 to PDIC operations. These documents were submitted to the GCG on 24 August 2020.

On 3 September 2020, in a meeting between PDIC and the GCG, the latter mentioned that they would issue a Notice to GOCCs on the Recalibration of Targets in the 2020 PS. GCG informed PDIC that it has already submitted most of the documents being required and that PDIC can just refer to the original submission requesting for the revisions to the 2020 PS and submit the additional requirements and updates on financial documents.

On 4 September 2020, GCG issued a Notice to all GOCCs on the Recalibration of Targets in the 2020 PS of GOCCs. On 21 September 2020, PDIC submitted to the GCG the required additional documents.

On 30 September 2020, the PDIC Board of Directors approved the additional revisions to the PDIC Code of Corporate Governance (CCG), which consist of the inclusion of the amended PDIC Vision, Mission, Quality Policy and Core Values. The revised PDIC CCG was submitted to the Governance Commission on 8 October 2020.

The GCG-approved PDIC Recalibrated 2020 Performance Scorecard dated 7 December 2020 was then transmitted by GCG to PDIC and subsequently posted on PDIC website.

In compliance with GCG's call for the conduct of Technical Panel Meeting for the 2022 PES, the PDIC Board, with the assistance of the ICD, conducted a Strategic Planning session with the PDIC Management from 22 June 2021 to 18 August 2021 to revisit the Vision and Mission Statements, and set the Strategy Map for 2022 - 2023, taking into consideration the internal and external developments that impact on PDIC operations. During the Strategic Planning, the Vision Statement was revised to give emphasis as a leading institution in governance, recognized for its operational excellence in depositor protection and responsiveness to changing times. During the strategic planning session, in addition to the existing Balanced Scorecard Perspectives of Financial, Customers/Stakeholders, Internal Process and Learning and Growth, the perspective on Socio-Economic Impact was included to highlight PDIC societal contribution. Likewise, giving importance to PDIC's role in times of crisis, the theme Crisis Readiness was added to its Strategy Map. The revised Vision, updated Strategy Map and proposed PES for 2022 - 2023 were approved by the PDIC Board last 25 August 2021 (Board Resolution No. 2021-08-107). The same was used in the Technical Panel Meeting with the GCG conducted on 3 November 2021.

In preparation for GCG's call for the conduct of Technical Panel Meeting for the 2023 PES, the Board, in a Strategic Planning session with the PDIC Management on 10 August 2022 conducted a review of the PDIC's Vision, Mission and Strategy Map. The Performance Scorecard 2023-2024 which provides for the Strategic Objectives (SOs) that support the attainment of the Vision was approved by the Board, along with the reviewed Strategy Map on 24 August 2022.

PDIC thereafter conducted a series of planning activities from the first week of March 2023 to the third week of May 2023 to review PDIC's Vision, Mission and the Medium-Term Strategy Map.

On 23 May 2023, the proposed Strategy Map, 2024-2028 Corporate Strategic Plan and 2024 Performance Scorecard including the Strategic Initiatives to support the Strategic Objectives (SOs) and Strategic Measures (SMs) were presented to the Board for their comments/final pass. These were approved by the Board on 14 June 2023 and 27 June 2023.

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 PDICs website, in compliance with GCG Memorandum Circular No. 2017-02 on the Interim Performance Evaluation System (PES) for the GOCC Sector.

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 Meetings 2019

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. (Please refer to the file 2019 Proposed Schedule of Board and Board Committee Meetings presented to the Board in the 5 December 2018 Board Meeting.)

In 2019, the Board of Directors, met for all the 27 meetings held for the year. Seven of the seven Directors/Alternates attended at least 90% of the Board meetings for 2019.

On 11 December 2019, 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 ensure 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 2020

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. The 2020 Proposed Schedule of Board and Board Committee Meetings was presented to the Board during the 9 December 2019 Board Meeting.

In 2020, the Board of Directors met for all the 30 meetings held for the year. The actual dates of the Board and Board Committee meetings are found in the Board and Board Committee Meetings (Scheduled vs. Actual) 2020. Six of the seven Directors/Alternates attended at least 90% of the Board meetings for 2020.

On 25 November 2020, 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 ensure 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 2021

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. The 2021 Proposed Schedule of Board and Board Committee Meetings was presented to the Board during the 9 December 2020 Board Meeting.

In 2021, the Board of Directors met for 100% of the scheduled Board meetings. Please see the 2021 Board and Committee Meetings (Schedule vs. Actual). Six of the seven Directors/Alternates attended at least 90% of the Board meetings for 2021.

On 13 October 2021, the members of the Board met separately without President Roberto B. Tan.

The existing SOGI on the Conduct of Board Meetings and Management of Board and Other Corporate Documents (effective January 25, 2021) provides:

"8.1.9 Distribute to all members of the BOD copies of the Board memoranda and materials by uploading in the official digital file sharing platform, at the soonest possible time but not later than three (3) working days before the scheduled BOD meeting."

Board Meetings 2022

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. The 2022 Proposed Schedule of Board and Board Committee Meetings was presented to the Board during the 9 December 2021 Board Meeting.

In 2022, the Board of Directors met for 83.33% of the scheduled Board meetings. Please see the 2022 Board and Committee Meetings (Schedule vs. Actual). Six of the seven Directors/Alternates attended at least 90% of the Board meetings for 2022.

On 23 November 2022, the members of the Board met separately without President Roberto B. Tan. Please see the Certification Meeting without the PCEO as reference.

The existing SOGI on the Conduct of Board Meetings and Management of Board and Other Corporate Documents (effective January 25, 2021) provides:

"8.1.9 Distribute to all members of the BOD copies of the Board memoranda and materials by uploading in the official digital file sharing platform, at the soonest possible time but not later than three (3) working days before the scheduled BOD meeting."

Board Meetings 2023

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. The 2023 Proposed Schedule of Board and Board Committee Meetings was presented to the Board during the December 7, 2022 Board Meeting.

There were 20 Board Meetings held in 2023. Of these, 13 were held as scheduled, 4 were rescheduled, while 6 were canceled. 3 Special Board Meetings were also held. Please see the 2023 Board and Committee Meetings (Schedule vs. Actual). Five of the seven Directors/Alternates attended at least 90% of the Board meetings for 2023.

On October 25, 2023, the members of the Board met separately without President Roberto B. Tan. Please see the link to the Certification on the Meeting without the PCEO as reference.

As for the distribution of Board materials, the existing SOGI on the Conduct of Board Meetings and Management of Board and Other Corporate Documents (effective January 25, 2021) provides:

"Distribute to all members of the BOD copies of the Board memoranda and materials by uploading in the official digital file sharing platform, at the soonest possible time but not later than three (3) working days before the scheduled BOD meeting."

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.

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.

The Office of the Corporate Secretary provides support services to the members of the Board, including organizing orientation briefings for new Directors of the Corporation.

For this purpose, the new Directors are provided a Director's Kit which contains the following:

I. Overview
II. Organizational Structure, Human Resource (includes Organizational Structure and Functional Charts)
III. Governance
- Risk Management Office
- Board Audit Committee
- Corporate Governance Office
IV. Deposit Insurance
V. Examination and Resolution
VI. Receivership and Liquidation
VII. Relationship with Other Agencies and Public Awareness Campaign
VIII. Deposit Insurance Fund and Financial Highlights
IX. Update on PDIC Charter Amendments
X. Information Technology - Information Systems Strategic Plan (ISSP)

Other materials provided include the following: Codes of Ethical Behavior; Standard Operating Guidelines and Instructions (SOGI) on Legal Assistance and Indemnification; PDIC Whistleblowing Policy; PDIC's Freedom of Information (FOI) Manual and Implementing Details; and Relevant Issuances.

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.