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Corporate Governance

Board Committees

To assist the Board in competently acting upon its responsibilities, it established 11 committees, namely:

  1. Executive Committee (EXECOM)
  2. Corporate Governance & Compliance Oversight Committee (CGCOC) /Related Party Transactions (RPT) Committee
  3. Nomination Committee (NOMCOM)
  4. Remuneration Committee (REMCOM)
  5. Audit Committee (AUDITCOM)
  6. Risk Management Oversight Committee (RMOC)
  7. Trust Committee (TRUSTCOM)
  8. Credit Committee (CRECOM)
  9. Human Resources Committee (HRCOM)
  10. IT Steering Committee (ITSC); and
  11. Asset Disposal Committee (ADCOM) 

The authority, duties and responsibilities, as well as the frequency of the Board committee meetings are stated in their respective charters. Meetings are generally held on a monthly basis and may include special board committee meetings when necessary. The Board committee secretariats are responsible for ensuring that the regular agenda of the meetings and resource persons are informed and provided with committee materials prior to meetings. The committee secretariat prepares the minutes of the committee meetings for endorsement and confirmation of the PVB Board and records the attendance of the committee members.

The Independent Directors are appointed Chairpersons of the oversight control committees, namely the Corporate Governance & Compliance Oversight Committee, Risk Management Oversight Committee, and Audit Committee.

 

Executive Committee

The Executive Committee (ExCom), a subset of the Board, functions as the Board’s operating committee, and approves/oversees the Bank’s risk management on a more detailed basis. ExCom members are all Directors, including the Chairman and Vice Chairman of the Board. Some of ExCom’s duties and responsibilities include: providing insights to the Board’s Chairman, initiating investigative studies in any business area, developing new ventures, new/additional facilities, and suggesting new organizational, administrative, financial, and operational procedures of the Bank. The Committee held ten meetings from January to December 2018, during which it reviewed and endorsed numerous transactions to the Board. 

 

Director

Meetings Held

Meetings Attended

Attendance (%)

Roberto F. De Ocampo

10

8

80

Guillermo L. Parayno Jr.

10

9

90

Nonilo C. Cruz*

10

8

80

Renato A. Claravall**

1

1

100

Ma. Nieves R. Confesor

(non-voting)

10

10

100

Judith V. Lopez (non-voting)

10

9

90

Gerardo B. Anonas

10

9

90

Jose A. Nuñez Jr.***

3

2

67

*Resigned effective December 1, 2018

**Appointed effective December 2018

***Appointed effective October 2018

 

Corporate Governance and Compliance Oversight Committee 

The Corporate Governance and Compliance Oversight Committee (CGCOC) ensures the Board’s effectiveness and due observance of the corporate governance principles and guidelines,  as well as good corporate governance and compliance across the organization. CGCOC oversees the periodic performance evaluation of the Board, Board Committees, individual Directors, and Executive Management. The Committee held 14 meetings from January to December 2018.

 

Director

Meetings Held

Meetings Attended

Attendance (%)

Ma. Nieves R. Confesor

14

14

100

Judith V. Lopez

14

13

92

Percianita G. Racho

14

10

71

Laurito E. Serrano*

2

2

100

Jose A. Nunez Jr.**

7

4

57

Cesar A. Rubio***

5

5

100

Ma. Nieves R. Confesor

14

14

100

Judith V. Lopez

14

13

92

*Member until February 2018

**Member starting July 2018

***Member starting September 2018

 

Audit Committee 

The Audit Committee (AuditCom) provides oversight of the Bank’s financial reporting and control and internal/external audit functions. The AuditCom reviews and approves (for the ratification of the Board) reports submitted by the internal and external auditors, reviews the internal control policies and procedures of the Bank, and oversees their proper implementation. The Committee held 16 meetings from January to December 2018.

 

Director

Meetings Held

Meetings Attended

Attendance (%)

Judith V. Lopez

16

16

100

Ma. Nieves R. Confesor

16

15

94

Alfonso B. Cruz Jr.*

5

5

100

Cesar A. Rubio**

5

5

100

Percianita G. Racho***

11

7

64

*Member until April 2018

** Member starting October 2018

***Member starting May 2018

 

Risk Management Oversight Committee 

The Risk Management Oversight Committee (RMOC) develops and reviews the Bank’s risk management programs, policies and procedures, as well as oversees the implementation of the risk management plan to ensure that the Bank’s risk exposures are properly identified, assessed/measured, monitored, reported, and controlled. RMOC reports to the Board the state of the Bank’s risk and profile. The Committee held 14 meetings from January to December 2018.

 

Director

Meetings Held

Meetings Attended

Attendance (%)

Judith V. Lopez

14

11

79

Alfonso B. Cruz Jr.*

4

4

100

Ma. Nieves R. Confesor**

10

7

70

Percianita G. Racho**

10

5

50

Nonilo C. Cruz***

13

9

69

Jose A. Nunez Jr.****

7

6

86

*Member until April 2018

**Member starting April 2018

***Member until November 2018

****RMOC Chairman starting July 2018

 

Credit Committee 

The Credit Committee (CreCom) has the authority to review and recommend to the Board the approval of all credit and credit-related proposals, programs, policies and procedures. This function also includes regular receipt from Management of information on credit-related risk exposures and risk management activities. The Committee held 24 meetings from January to December 2018.

 

Director

Meetings Held

Meetings Attended

Attendance (%)

Gerardo B. Anonas

24

24

100

Renato A. Claravall

24

24

100

Laurito E. Serrano*

4

2

50

Alfonso B. Cruz Jr.**

18

7

39

Guillermo L. Parayno Jr.***

1

1

100

*Member until February 2018

**Member starting April 2018

***Member starting November 2018 

 

Trust Committee 

The Trust Committee (TrustCom) oversees the administration of the Bank’s trust, investment activities, and other fiduciary business through the determination, formulation, implementation, and periodic review of the general policies and guidelines which will govern the Bank’s trust and related business. The Committee held eight meetings from January to December 2018. 

 

Director

Meetings Held

Meetings Attended

Attendance (%)

Regina Paz Goco-Morales

Chairperson

8

7

88

Karen Liza M. Roa*

8

8

100

Alfonso B. Cruz Jr.**

7

3

43

Nonilo C. Cruz***

8

7

88

Jose A. Nunez Jr.****

3

3

100

*Independent Professional

**Member starting April 2018

***Member until November 2018

****Member starting July 2018

 

Human Resources Committee 

The Human Resources Committee (HRCom) reviews the recommendation for the recruitment of officers and staff, promotions, compensation, salary increases and major human resource policies, prior to the approval of the Board, consistent with the Bank’s culture, strategy, and business environment. The Committee held 10 meetings from January to December 2018. 

 

Director

Meetings Held

Meetings Attended

Attendance (%)

Guillermo L. Parayno Jr.

10

10

100

Ma. Nieves R. Confesor

10

9

90

Gerardo B. Anonas

10

8

80

Percianita G. Racho*

2

2

100

Renato A. Claravall**

8

7

88

*Member until April 2018

**Member starting April 2018

 

IT Steering Committee

The IT Steering Committee (ITSC) oversees the formulation of basic policies, objectives, and programs in relation to the Information Technology (IT) requirements of the Bank. ITSC reviews, approves, and proposes to the Board the long-term business plans for the Bank’s IT development, including changes in IT procedures, and proposals for IT policies and expanded services. The top three activities of the ITSC are: IT project prioritization, approval of IT projects, and IT strategic planning. The Committee held 10 meetings from January to December 2018. 

 

Director

Meetings Held

Meetings Attended

Attendance (%)

Guillermo L. Parayno Jr.

10

10

100

Percianita G. Racho

10

7

70

Alfonso B. Cruz Jr.*

7

6

86

Ma. Nieves R. Confesor**

6

5

83

Gerardo B. Anonas

6

6

100

Cesar A. Rubio***

3

3

100

*Member until August 2018

**Members until August 2018

***Became ITSC Chairman in September 2018

 

Related Party Transaction Committee 

The Related Party Transaction Committee (RPT Com) assists the Board in its oversight of the conduct of all Related Party Transactions (RPTs) to protect the interest of the Bank and its stakeholders. It ensures proper disclosure of all approved RPTs in accordance with all applicable regulatory requirements. The Committee held 14 meetings from January to December 2018.

 

Director

Meetings Held

Meetings Attended

Attendance (%)

Ma. Nieves R. Confesor

14

14

100

Judith V. Lopez

14

13

83

Laurito E. Serrano 

(Resource Person)*

2

0

0

Percianita G. Racho**

9

9

100

Jose A. Nunez Jr.***

7

4

57

Cesar A. Rubio****

6

5

83

*Member until February 2018

**Member starting June 2018

***Member starting August 2018

***Member starting September 2018

 

Asset Disposal Committee

The Asset Disposal Committee (ADCom) oversees the administration of the Bank’s asset disposal which includes real estate and other properties, in accordance with the business direction of the Bank. ADCom provides insights, information, and updates to the Board concerning the short-range, long-range, and specific emergency planning and implementation/management on asset recovery and disposal. The Committee held fourteen (14) meetings from January 2018 to December 2018.

 

Director

Meetings Held

Meetings Attended

Attendance (%)

Renato A. Claravall

14

14

100

Alfonso B. Cruz Jr.

14

11

78

Nonilo C. Cruz*

13

11

85

Gerardo B. Anonas**

2

2

100

Guillermo L. Parayno Jr.***

1

1

100

Renato A. Claravall

14

14

100

*Resigned effective December 1, 2018

**Member starting April 2018

***Member starting November 2018 

 

Nomination Committee

The Nomination Committee (NomCom) reviews and evaluates the qualifications of all persons nominated to the Board. It takes into consideration the regulatory requirements, future development of the Bank, various rules on independence of the Board and sufficient time to undertake the role. The Committee held two meetings from January to December 2018.

 

Director

Meetings Held

Meetings Attended

Attendance (%)

Guillermo L. Parayno Jr.

2

2

100

Ma. Nieves R. Confesor

2

2

100

Judith V. Lopez

2

2

100

 

Remuneration Committee

The Remuneration Committee (RemCom) sets bank policy and provides strategic direction in the study and determination of the most fair and effective means and modes of compensation and remuneration of its Board of Directors and Senior Officers (Vice President and above). RemCom is tasked to assist the Board of Directors by recommending and overseeing the implementation of a program of salaries and benefits for Directors and Senior Officers that would attract and retain the calibre and quality of talent needed to sustain and grow its operations. The Committee held two meetings from January to December 2018.

 

Director

Meetings Held

Meetings Attended

Attendance (%)

Ma. Nieves R. Confesor

2

2

100

Judith V. Lopez

2

2

100

Guillermo L. Parayno Jr.

2

2

100