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 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.

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

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.

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¹As revised per Board Resolution No. 2021-12-177 dated 22 December 2021.