The President is assisted by the following management committees, among others:

• The Management Committee (ManCom) oversees the day-to-day supervision of the business and is chaired/led by the President/CEO and is composed of the Bank’s most senior line management officers.
   
• The Assets and Liability Committee (ALCO) ensures that the Bank and its business units maintain adequate liquidity, capital, and funding to meet all business requirements at all times. ALCO is tasked to effectively manage capital with strict adherence to the risk disciplines set by the Board. ALCO is chaired/led by the President/COO and is composed of senior line management officers.
   
• The Administrative Investigation Committee (AIC) investigates offenses involving deliberate disobedience, fraud, dishonesty, unethical behaviour, and other offenses that carry the sanction of suspension to dismissal.
   
• The Bank Anti-Money Laundering Evaluation Committee (BAMLEC) primarily oversees the implementation of the Bank’s AMLA Program across the organization. BAMLEC deliberates, evaluates, and determines eligibility of transactions reported as suspicious transactions  prior to its submission to the Anti-Money Laundering Council (AMLC). BAMLEC, likewise, reports to CGCOC.

The Board composition ensures that its members are diverse yet efficient, rendering a healthy balance of mutually complementary traits, along with independence of character. The Board ‘s primary duty is to provide the Bank’s overall leadership, strategic oversight, and control environment to achieve its ultimate goal of maximizing long-term value for shareholders while considering sustainability for its stakeholders and adhering to the principles of good governance and accountability.

Board succession is ensured through the Nominations Committee, which is tasked to conduct pre-screening through assessment against policies and regulatory requirements. Upon the conclusion of the vetting process, a final list is prepared wherein nominee details required by law are made available to the appropriate government agency-in-charge.

The Bank’s Corporate Governance Manual enumerates the duties and functions of the Board as a whole. It determines the company’s purpose, vision, mission and strategies while ensuring that the Bank complies with relevant laws, regulations and codes of business best practices. Further, the Board ensures that a system of checks and balances is in place so that risks are identified, prevented or mitigated. The Board is also expected to set the tone from the top in terms of shaping the company culture.

The Board Chairperson works closely with the President and Chief Operating Officer. This complementary relationship provides appropriate balance of power, increased accountability, and independent decision making by the Board while management having the responsibility to execute strategic plans of the Bank.

The charter of the Board of Directors articulates the governance and oversight responsibilities exercised by the directors and their roles and functions in the Bank. It includes provisions on Board composition, Board committees, and Board governance, subject to provisions of the corporation’s Articles of Incorporation, By-laws, and applicable laws. The PVB charter is not intended to limit, enlarge, or change in any way the responsibilities of the Board, as determined by such articles, by-laws, and applicable laws. The Board charter of the Bank is incorporated in its Manual of Corporate Governance, which is reviewed annually.

As of December 2018, the Board is composed of nine members, including five independent directors (ID), and four executive directors. Profiles of the members of the Board are provided in this Annual Report.

The members of the Board comply with the fit and proper rule of the Bangko Sentral ng Pilipinas (BSP), as well as the qualification and disqualification parameters set forth by the Securities and Exchange Commission (SEC). Board members hold office for one year or until their successors are elected and qualified in accordance with the Bank’s By-Laws. The Bank has adopted fit and proper standards on directors and key personnel, taking into consideration their integrity/probity, technical expertise, physical/mental fitness, competence, relevant education/financial literacy, diligence, and knowledge/experience/training.  The qualifications of those nominated to the Board, as well as those nominated for positions requiring appointment by the Board, are reviewed and evaluated by Corporate Governance and Compliance Oversight Committee (CGCOC)/Nomination Committee (NOMCOM).

In March and December 2018, the Board accepted the resignations of Messrs. Laurito E. Serrano and  Nonilo C. Cruz. In July and September 2018, Mr. Jose A. Nunez Jr. and Cesar A. Rubio were elected as new directors, respectively. In December 2018, Mr. Alfonso B. Cruz Jr. passed away.

Board Composition