Corporate Governance
The very tenet of existence of PSSLAI is to encourage Filipinos to save and to empower its members through the utilization of its credit facilities and services, particularly providing the members with short-term and long-term financing for their consumption expenditures and other personal finance requirements. This is achieved by the Association through our Board of Trustees, committed to genuinely embrace, adopt, and adhere to the principles of good corporate governance and best practices.
Our Corporate Governance framework is defined by our Articles of Incorporation, By-Laws, Manual on Corporate Governance, Board Charter and Committee Charters.
We design our policies, processes, and work environment, detailed in the board and committee charters and internal operating manuals, with accountability to our members, that are not only reflective of the integrity and ethics that defines the Association’s decision making, conduct and behavior as a matter of culture, but, more so, are consistent with laws, rules and regulations of our esteemed regulatory bodies: the Bangko Sentral ng Pilipinas (“BSP”) and the Anti-Money Laundering Council (“AMLC”), among others.
Our Corporate Governance policy is guided by our core values. We conduct our business with a high standard of performance in strict observance of the law, at all times. The Board of Trustees and the Management of PSSLAI leads by example and are duty bound to ensure compliance of all rules and regulations issued by regulatory agencies and its By-Laws.
PSSLAI Board Charter
PUBLIC SAFETY SAVINGS AND LOAN ASSOCIATION, INC. (PSSLAI)
Introduction and Purpose
This board charter (“Board Charter”) is a charter of the Board of Trustees (“the Board”) of Public Safety Savings and Loan Association Inc. (“PSSLAI”, the “Association”).
The Board is accountable to members and other stakeholders for the proper corporate governance and performance of the Association and is committed to strengthen the Association’s sustainability and organizational effectiveness.
This Board Charter is established to promote high standards of corporate governance and is designed to provide guidance and clarity for the Board and management regarding the role of the Board and its committees. This Board Charter shall form an integral part of each Board member’s duties, authority, and responsibilities.
This charter may be amended from time to time as required, subject to approval by the Board.
BOARD OF TRUSTEES
The Board of Trustees is the overall responsible for the management of the Association’s business and shall determine its strategies, policies, and guidelines and for monitoring compliance with such policies. The Board shall also ensure that the objectives of PSSLAI are furthered in accordance with the Association’s Articles of Incorporation and By-Laws.
Composition of the Board
1.1 The Board shall be composed of nine elected (9) regular members of the Association and two (2) independent trustees, who are elected during the regular members’ meeting and shall serve until their successors have been duly elected and qualified in accordance with the Association’s By-Laws.
1.2 The role of the Chairman and the President shall in principle be separate, to ensure an appropriate balance of power, increased accountability, and greater capacity of the Board for independent decision-making.
1.3 The Board shall be headed by a competent and qualified Chairperson. The Board shall also be composed of members with collective working knowledge, personal and professional capabilities including business experience and the specific expertise that is relevant to the operation of a non-stock savings and loan association. It shall always ensure that it has an appropriate mix of competence and expertise to enable them to remain qualified for their positions individually and collectively and to fulfill its roles and responsibilities to respond to the needs of the organization.
Qualifications for or Disqualifications from Trusteeship
2.1 Qualifications of a Trustee
Must be a Member in good standing with the Association for at least five (5) years.
Must have relevant knowledge and experience, skills, and capabilities necessary for the position of a trustee of the Association. He must be able to devote sufficient time to carry out his responsibilities and, considering his fiduciary duties, he must be a person of integrity and credibility.
Must have completed the Professional Directors Program or its equivalent.
Independent trustees preferably should have background and relevant experience in finance, information technology, audit, and/or risk management.
Such other qualifications as may be prescribed by pertinent laws and regulations for trustees of non-stock savings and loan associations.
2.2 Permanent Disqualifications of a Trustee
Any of the following shall be a ground for the permanent disqualification of a Trustee:
Conviction by final judgment of an offense punishable by imprisonment for a period exceeding six (6) years, for violating the Revised Corporation Code, for violating Republic Act No. 8799, otherwise known as “The Securities Regulation Code”;
Final determination of administrative liability for any offense involving fraudulent acts;
Conviction by final judgment or order of a competent judicial body of any crime or offenses involving moral turpitude, dishonesty or breach of trust such as but not limited to fraud, embezzlement, extortion, malversation, robbery, theft, estafa, counterfeiting, falsification, misappropriation, forgery, bribery, false oath, perjury or other fraudulent acts or transgressions, violation of B.P. Blg. 22, violation of the Anti-Graft and Corrupt Practices Act and prohibited acts and transactions under Section 7 of R.A. No. 6713 (Code of Conduct and Ethical Standards for Public Officials and Employees);
Conviction by a foreign court or equivalent foreign regulatory authority for acts, violations or misconduct similar to those enumerated in (a) and (b) hereof;
Conviction by final judgment of the court for violation of banking/quasi-banking/NSSLA laws, rules and regulations;
Those judicially declared insolvent, spendthrift or incapacitated to contract;
person who has committed acts inimical to the interest, good name and financial stability of the Association as determined by the Board of Trustees; and
Such other disqualifications as may be found in pertinent laws and regulations relative to trustees of non-stock savings and loan associations.
2.3 Temporary Disqualification and Removal of a Trustee
Any Trustee who has been absent or who has not participated for whatever reasons in more than fifty (50%) percent of all meetings cumulatively during a given period, both regular and special, of the board and of the committee/s of which he is a member shall be removed for cause and disqualified for reappointment in the succeeding election, except that if the Chairperson certifies that said member was given the agenda for the meeting and their comments/discussions thereon were taken up during the meeting, said member shall be considered present in the meeting. This disqualification applies only for purposes of the immediately succeeding election.
Such other grounds for temporary disqualification and removal as prescribed by pertinent laws and regulations.
Duties and Responsibilities of the Board of Trustees
Act on a fully informed basis, in good faith, with due diligence and care, and in the best interest of the Association and all members in a manner characterized by transparency, accountability, and fairness. The Board shall exercise leadership, prudence, and integrity in directing the Association towards its goals.
Foster the long-term success of the Association and sustain its competitiveness and profitability in a manner consistent with its corporate objectives, for the best interest of the Association, its members and other stakeholders.
Formulate, review, oversee, approve, and monitor the implementation of PSSLAI’s vision, mission, strategic objectives, policies and procedures that shall guide its activities in order to sustain the Association’s long- term viability and strength.
Keep board authority within the powers of the institution as prescribed in the Articles of Incorporation, By-Laws and existing laws, rules, and regulations.
Establish board committees that focus on specific board functions to aid in the optimal performance of its roles and responsibilities while considering the optimal mix of skills and experience to allow the committee members to fully understand, be critical of and objectively evaluate the issues.
Adopt a Code of Business Conduct and Ethics which provides standards for professional and ethical behavior, as well as articulate acceptable and unacceptable conduct and practices in internal and external dealings of the Association and ensure proper and efficient implementation and monitoring thereof.
Oversee the implementation of risk governance framework, the system of checks and balances, and the establishment of a sound corporate governance framework.
Oversee the adoption of a sound Enterprise Risk Management (ERM) framework to effectively identify, monitor, assess and manage key business risks associated with PSSLAI’s objectives and implements appropriate strategies, systems and programs to manage these risks.
Adopt and effectively implement an appropriate anti-money laundering and counter terrorism financing (AML/CTF) risk management system through its Money Laundering and Terrorism Financing Prevention Program (MTPP) in compliance with the AML/CTF obligations under the law, regulatory directives as well as the Association’s commitment to prevent any transactions that facilitates criminal and unlawful activities.
Ensure and maintain an independent audit mechanism to monitor the adequacy and effectiveness of the Association’s governance, operations, and information systems, including reliability and integrity of financial and operational information, the effectiveness and efficiency of operations, the safeguarding of assets, and compliance with laws, rules, and regulations and contracts.
Approve the selection and assess the performance of the Management and heads of the control functions including the Chief Risk Officer, Chief Compliance Officer and Chief Audit Officer. Further, the Board shall establish an effective performance management framework that will ensure that the Management, including the President and other key personnel’s performance is at par with the standards set by the Board.
Exercise oversight over management acts and transactions to ensure that the finances of the Association are properly managed and the business is running smoothly; there is accurate and compliant financial reporting; sales performance is optimized through an effective sales planning and strategies implementation; the Association continues to look after the members’ welfare, and able to recruit new members and keep existing ones; loan activities and operations are properly managed and controlled; a high performance culture is maintained through the recruitment and development of a competent workforce and people empowerment; the Association has an efficient loans monitoring system in place and revenues are properly and timely collected; and complex risks and benefits and the potential financial consequences thereof are evaluated and assessed and that thresholds set up by the Board will keep the Association sustainable and profitable.
Ensure and oversee the implementation of a group-wide policy and system governing Related Party transactions (RPTs) and other unusual or infrequently occurring transactions. The policy shall include, among others, the appropriate review and approval of material or significant RPTs which guarantee fairness and transparency of the transactions and considering the size, structure, risk profile and complexity of operations.
Oversee the adoption of an effective succession planning and professional development program which includes a policy on retirement to ensure growth and a continued increase in the members’ value.
Formulate and adopt a remuneration policy specifying the relationship between remuneration and performance of employees and Management that consider, among others, the level of remuneration commensurate to the responsibilities of the role. The Board shall ensure that no trustee shall participate in discussions or deliberations involving his own remuneration.
Encourage environmental concern, sustainability and social responsibility among members, stakeholders and employees. The corporate governance proactive culture begins at the Board level.
Assess at least annually the Board performance and effectiveness as a body, as well as its various committees, the performance and effectiveness of the President, the individual trustees, and the Association itself; regularly review the composition of the board in view of having a balanced membership.
Establishes and maintain a transparent corporate disclosure policies and procedures to ensure that members and other stakeholders are keep informed of important developments of the Association’s financial condition, results, and business operation.
Establish and maintain an alternative dispute resolution system in the Association that can amicably settle conflicts or differences between the Association and its members, and the Association and third parties, which may involve the submission of such conflict to mediation pursuant to the Alternative Dispute Resolution Act of the Philippines and to arbitration in accordance with the Philippine Arbitration Law.
CORPORATE SECRETARY
1. Qualification
1.1 The Corporate Secretary, shall be a Filipino citizen and a resident of the Philippines, is an officer of the Association appointed by the Board. The Corporate Secretary shall be a separate individual from the Compliance Offer, not a member of the Board of Trustees and shall annually attend training/s on corporate governance.
1.2 The Corporate Secretary must possess appropriate administrative and interpersonal skills, and if he/she is not the general counsel, must have some legal skills. He/she must also have a working knowledge of the operations of the Association and be aware of the laws, rules, and regulations necessary in the performance of his duties and responsibilities.
2. Duties and Responsibilities of the Corporate Secretary:
2.1 He shall keep and maintain accurate records of all meetings of the members and of the Board, including the minutes and electronic recording of teleconference or videoconference for a minimum period of five (5) years or as may be prescribed by pertinent laws and regulations, and shall attend to the giving of all notices required by the By-Laws.
2.2 He shall be custodian of the corporate seal, have charge of corporate books except books of accounts, keep records, documents, and papers of the Association; prepare ballots for the annual election.
2.3 He shall perform such other duties as may be assigned to him from time to time by the Board and such other duties incidental to his office.
2.4 He shall sign with the President all contracts, deeds, licenses, and other instruments when so ordered by the President, or the Board.
2.5 He shall also prepare such reports and statements as required by the Board and/or the President.
2.6 Review the By-Laws as required or upon order of the Board to ensure their continued adequacy and relevance and provide recommendations to the Board and Committee on necessary revisions.
2.7 Attend all Board meetings, except when justifiable causes, such as illness, death in the immediate family and serious accidents, prevent him from doing so.
2.8 Ensure that all Board procedures, rules, and regulations are strictly followed by the members.
2.9 Provide proper assistance to the Members of the Board during board and committee meetings.
2.10 Assists the trustees in attending seminars, training or development programs.
2.11 Carry out any other appropriate duties and responsibilities as may be assigned by the Board, Board Chair, Committee, Committee Chair or the President.
During the absence or inability of the Corporate Secretary, the Board shall select the person to act in his stead.
COMPLIANCE OFFICER
1. Qualification
1.1 To ensure adherence to corporate principles and best practices, there shall be a designated Compliance Officer who shall have adequate stature and authority in the Association.
1.2 The Chief Compliance Officer’s qualifications shall be subject to the applicable provisions of the BSP, particularly considering fit and proper criteria such as integrity/probity, competence, education, diligence and experience and training.
1.3 The Compliance Officer shall not be a member of the Board of Trustees and shall annually attend training/s on corporate governance.
2. Duties and Responsibilities of the Compliance Officer:
2.1 Implement corporate compliance program and independently and objectively review and evaluate compliance issues/concerns within the PSSLAI organization.
2.2 Provide guidance to the Board on matters relating to the Association’s compliance and report results of the compliance efforts of the company.
2.3 Monitor, review, evaluate and ensure compliance by the Association, its officers, and Trustees with the provisions and requirements of the relevant laws, rules and regulations and all governance issuances of regulatory agencies.
2.4 Ensure the integrity and accuracy of all documentary submissions to the regulators.
2.5 Report to the Board if any violations are found and recommend the adoption of measures to prevent a repetition of the violation.
2.6 Identify possible areas of compliance issues and work towards the resolution of the same.
2.7 Ensure the attendance of the Board and key officers to relevant trainings.
2.8 Assist the Board in the performance of their governance functions, including their duties to oversee the formulation or review and implementation of the Corporate Governance structure and policies of the Association, and to assist in the conduct of self-assessment of the performance and effectiveness of the Board, the Board Committees and individual Board members in carrying out their functions as set out in this Charter and the respective charters of the Board Committees, as may be applicable.
2.9 Carry out any other appropriate duties and responsibilities as may be assigned by the Board, Board Chair, Committee, Committee Chair, or the President and as may be provided by the Securities and Exchange Commission (SEC) and the Bangko Sentral ng Pilipinas (BSP).
CHAIRMAN OF THE BOARD
1. The Board shall be headed by a competent and qualified Chairman. The Chairman of the Board shall preside at all meetings of the Board. He must provide leadership and ensure effective functioning of the Board, including maintaining a relationship of trust with Board members.
2. In the absence, inability, or incapacity of the Chairman, the Vice-Chairman shall preside. In the absence, inability, or incapacity of both the Chairman and Vice-Chairman, any other officer who will be delegated by the Board will preside.
3. Responsibilities of the Chairman of the Board of Trustees, include, among others the following:
3.1 To call, convene and preside over all meetings of the Board of Trustees.
3.2 Supervise the preparation of the agenda of the meeting in coordination with the Corporate Secretary, taking into consideration the suggestions of the other trustees and Management.
3.3 To ensure that the board takes an informed decision. The Chairman of the board shall ensure a sound decision-making process and should encourage and promote critical discussions and ensure that dissenting views can be expressed and discussed within the decision-making process.
3.4 Maintain quality and timely lines of communication and information between the Board and Management;
3.5 Assist in ensuring compliance with the Association’s guidelines on corporate governance; and
3.6 Perform such other functions as are assigned to him by law or by the members and/or by the Board of Trustees.
BOARD NOMINATION AND ELECTION POLICY
1. The Corporate Governance, Nomination and Remuneration Committee (CGNRC) shall oversee the nomination process for trustees, including the process for submission of applications for candidacy and supporting documents.
2. The Committee shall determine whether candidates possess all the qualifications and none of the disqualifications for the position applied, based on the membership list, the By-laws, and the laws and regulations providing for qualifications of trustees. The final list of the candidates for trustee/s, including independent trustees, shall be presented by the Committee to the Board of Trustees prior to a members’ meeting. Only nominees whose names appear on the final list shall be recommended to be eligible for election.
3. As prescribed in the Association’s By-laws, the annual meeting of members shall be held on the 3rd Saturday of January of each year. A set of trustees shall be elected every three (3) years by the members during its annual meeting to fill up the required seats in the Board. Only regular members are entitled to vote, and each regular member is entitled to only one (1) vote. Members may vote in person or by proxy.
Replacement of Trustees in case of Vacancy
a. Any vacancy occurring in the Board of Trustees other than the removal by the members or by expiration of term, may be filled by the vote of at least a majority of the remaining trustees, if still constituting a quorum, otherwise, the vacancy must be filled by the members at a regular or at any special meeting of members called for the purpose. A trustee so elected to fill a vacancy shall be elected only for the unexpired term of his predecessor in office.
b. The vacancy resulting from the removal of a trustee by the members in the manner provided by law and the by-laws may be filled by election at the same meeting of members without further notice, or at any regular or special meetings of members called for the purpose, after giving notice as prescribed in the Association’s by-laws. The elected trustee/s shall take the place of the trustee/s so removed to serve the unexpired term of his predecessor.
BOARD COMMITTEES
A. Establishment of Board Committees
The Board shall establish board committees that focus on specific board functions to aid in the optimal performance of its roles and responsibilities, in accordance with the By-Laws of the Association and to aid in good governance.
All established committees shall have committee charters stating in plain terms their respective purposes, authority, membership composition, qualifications, meetings and reporting processes, duties and responsibilities, resources and other relevant information. The charters shall provide the standards for evaluating the performance of the committees. It shall also be fully disclosed in the Association’s website.
Each Committee shall function in accordance with their respective charters. The Committees shall meet once a month at least one week before the regular board meeting but may hold one (1) special meeting per month as may be necessary.
B. Audit Committee (Audit Com)
The Audit Committee shall be established as a committee of the Association’s board of trustees to enhance its oversight capability over the Association’s financial reporting, internal control system, internal and external audit processes, compliance with applicable laws and regulations and review all material related party transactions of the Association.
With respect to Related Party Transactions (RPT), the Committee shall evaluate, on an ongoing basis, existing relations between and among businesses and counterparties to ensure that all Related Parties are continuously identified, RPTs are monitored, and subsequent changes in relationships with counterparties (from non-related to related and vice versa) are captured. Related parties, RPTs and changes in relationships should be reflected in the relevant reports to the Board and regulators/supervisors.
The Audit Committee shall be composed of at least three (3) members of the Board. Majority of the members, including the Chairperson, shall be independent trustees. Any Trustee who is independent of management and free from any business or other relationship which could or could reasonably be perceived to materially interfere with the exercise of independent judgment in carrying out the responsibilities as a trustee can be a Chairperson of the Committee.
The Chairman of the Committee must not be the Chairman of the Board or of any other board-level committee.
All members of the Committee shall have sufficient understanding of generally accepted accounting principles and financial statements, internal controls and procedures for financial reporting, and audit functions.
C. Corporate Governance, Nominations, & Remuneration Committee (Corp Gov)
The Corporate Governance, Nomination & Remuneration Committee shall be established as a committee of the Association’s Board of Trustees tasked to assist the Board in fulfilling its corporate governance responsibilities as well as its duties in relation to the nomination, election, or replacement, and remuneration of trustees and other positions requiring appointment by the Board. The Committee shall also be responsible for overseeing the establishment of an effective Board Assessment parameters and guidelines for the Board and the different board committees and monitoring its implementation.
The Committee shall comprise of at least three (3) members of the Board of Trustees, majority of whom should be independent trustees including the Chairperson. Any Trustee who is independent of management and free from any business or other relationship which could or could reasonably be perceived to materially interfere with the exercise of independent judgment in carrying out the responsibilities as a trustee can be a Chairperson of the Committee.
The members of the Committee must have adequate knowledge of corporate governance principles and practices and possess integrity and credibility to fairly execute the responsibilities of the Committee.
D. Board Risk Oversight Committee (BROC)
The Risk Oversight Committee (BROC) shall be established as a committee of the Association’s Board of Trustees tasked to assist the Board in the development and oversight of the risk management program. It shall oversee the establishment of an ERM framework that will effectively identify, monitor, assess and manage key business risks. The risk management framework shall guide the Board in identifying unit/business lines and enterprise-level risk exposures, as well as the effectiveness of risk management strategies. The ROC shall be responsible for defining the Association's level of risk tolerance and providing oversight over its risk management policies and procedures to anticipate, minimize, control, or manage risks or possible threats to its operational and financial viability.
The Risk Oversight Committee shall be composed of at least three (3) members, the majority of whom should be independent trustees, including the Chairperson. Any Trustee who is independent of management and free from any business or other relationship which could or could reasonably be perceived to materially interfere with the exercise of independent judgment in carrying out the responsibilities as a trustee can be a Chairperson of the Committee.
The Chairman of the ROC shall not be the Chairman of the Board or any of another board-level committee.
The members of the committee must have adequate knowledge of risk management framework and practices.
E. Membership Committee (Membership Com)
The Membership Committee shall be established as a committee of the Board of Trustees for the purpose of promoting membership growth, addressing members’ welfare, and encouraging the retention of existing members.
The Committee shall be composed of at least three (3) members of the Board of Trustees. The Chairperson shall be an independent trustee. Any Trustee who is independent of management and free from any business or other relationship which could or could reasonably be perceived to materially interfere with the exercise of independent judgment in carrying out the responsibilities as a trustee can be a Chairperson of the Committee.
F. Executive Committee (EXECOM)
The Executive Committee (EXECOM) shall be established as a committee of the Board of Trustees authorized to act on all matters within the competence of the Board, except with respect to: 1) approval of any action for which members’ approval is also required; 2) filling of vacancies in the Board; 3) amendment or repeal of by-laws or the adoption of new by-laws; 4) the amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable; and 5) distribution of dividends to members.
Among others, the Committee shall develop and recommend to the Board the vision and strategies of the Association consistent with its mandate and business objectives and shall review all acts and transactions of management and approve or disapprove the same in view of the said objectives, the Association’s performance standards, corporate culture and values.
The Committee shall be composed of at least three (3) members of the Board of Trustees.
G. Information Technology Committee (ITC)
The IT Committee (ITC) shall oversee the Association’s IT function and will focus its efforts in ensuring consistent and deliberate progress towards a mature IT governance. It shall regularly provide adequate information to the Board regarding IT performance, status of major IT projects or other significant issues, to enable the Board to make well-informed decisions regarding the Association’s IT operations.
The Committee shall be composed of at least three (3) members of the Board of Trustees and the Chairperson shall be a non-executive member of the Board.
H. Special Concerns Committee (SCC)
The Special Concerns Committee (SCC) shall primarily be a recommendatory body to the Board of Trustees on policies, specific strategies, priorities, standards, and initiatives regarding existing and arising issues and concerns affecting PSSLAI considered as special concern. A special concern pertains to any internal and external issue that is not directly actionable by other existing Board Committees such that it is highly uncommon or has unique requirements but will highly impact the Association’s mission and vision. The SCC shall likewise conduct research needs in communication and address shifts in the attitude of PSSLAI’s internal and external stakeholders. It shall regularly provide adequate information regarding peculiar significant issues that will enable the BOT to make well informed decisions.
It shall consist of at least three (3) members from the Board of Trustees.
Board Meetings and Quorum Requirements
1. Meetings
1.1 The Board of Trustees shall hold a regular meeting once a month on such date and such time and place, as may be fixed by resolution of the Board, without further notice in accordance with the By-Laws.
1.2 A special meeting of the Board may be called at any time by the Chairman or by a written request of any three (3) trustees and shall be held at the head office of the Association or such place and time as may be agreed upon by the majority of the Trustees.
2. Notice of the Meeting
2.1 Notice need not be given for regular meetings of the Board. Notice for any special meeting shall be in writing or by any electronic media and shall state the date, time and place thereof, and the purpose for which it is called for. Such notice shall be sent or delivered to the Trustees at least two (2) days before the date of the meeting. When the urgency of the meeting so requires, the Chairman may authorize the Secretary to give the Trustees notice by telephone, telegram or other expeditious means, and such notice shall in all respect be as effective as notice in writing.
2.2 The agenda of the meeting and other relevant meeting materials shall also be furnished to the Trustees prior to each meeting for the trustee to review meeting materials.
3. Quorum
3.1 A quorum at any meeting of the Board of Trustees shall consist of the majority of the Trustees and majority of such quorum shall decide any question or matter submitted to the Board for resolution.
4. Conduct of the Meeting
4.1 The members of the Board should attend its regular and special meetings in person or through teleconferencing or video conferencing or other alternative modes of communication if the trustee who is taking part in said meetings can actively participate in the deliberations on matters taken up therein. During the Board and Committee meetings, the trustee shall ask the necessary questions or seek clarifications and explanations.
4.2 Remote communications shall only be allowed if the trustee cannot physically attend the meeting due to illness, physical impossibility to attend in person, restrictions as to movement by virtue of government rules and regulations, and other similar circumstances.
4.3 For security purposes, the Board shall limit the kind of applications and/or platforms to be used in remote communication.
4.4 Meetings of the Board of Trustees shall be presided over by the Chairman of the Board, or in his absence, the Vice-Chairman or by any other trustee appointed by the Board.
4.5 The Corporate Secretary shall act as secretary of every meeting. If not present, the Chairman of the meeting shall appoint a secretary of the meeting.
BOARD INDEPENDENCE
A. Independent Trustee (IT)
Composition
1.1 At least twenty percent (20%) of the total number of the members of the Board shall be independent trustees.
Term Limit
2.1 The independent trustees shall only serve for a maximum cumulative term of nine (9) years;
2.2 An IT who served the maximum period shall be perpetually barred from any re-election as an independent trustee;
2.3 In the instance that the Board decides to retain the independent trustee in the same capacity who had already served his/her maximum term limit, the Board shall submit to the BSP a formal written justification and seek members’ approval during the annual members’ meeting.
B. President
In accordance with the Association By-Laws, the President, in partnership with the Board, is responsible for developing the vision and strategy for the Association. He creates short-term and long-term plans, establish budgets, and communicate the vision and strategy to all employees through its Senior Management Team. He supervises the Senior Management in the company to motivate and retain key talent and ensure a succession plan is in place for critical positions. He also oversees the financial and marketing management of the Association.
The President shall present to the Board of Trustees at any regular or special meeting or at such other time as the Board may require, and to the members during the annual general membership meeting, a report on the state of business of the Association.
Exercise general care, management, and administration of the business operations of the Association. The President shall ensure that: (a) the business and affairs are managed in a sound and prudent manner; and (b) operational, financial and internal controls are adequate and effective to ensure reliability and integrity of financial and operational information, effectiveness and efficiency of operations, safeguarding of assets and compliance with laws, rules, regulations and contracts.
He shall provide leadership for management in determining, developing and implementing business strategies, plans and budgets to the extent approved by the Board. He shall provide the Board with a balanced and understandable account of the Association’s performance, financial condition, results of operations and prospects on a regular basis.
He shall execute on behalf of the Association all contracts, agreements and other instruments affecting the interests of the Association which require the approval of the Board of Trustees.
He shall perform such other duties as are incident to his office or are entrusted to him by the Board of Trustees.
V. BOARD PERFORMANCE ASSESSMENT
The Board shall conduct an annual performance assessment of the board members and key officers. Each Trustee shall conduct an assessment on the collective performance of the board and board committees and evaluate the performance of the President and the management heads based on the attainment of the strategic objectives and targets set by the Board. The key officers refer to the Executive Vice-President, the Vice-Presidents, Chief Risk Officer, Chief Audit Executive, Chief Compliance Officer, the Corporate Secretary, and the heads of departments.
The Corporate Governance Committee shall prepare and periodically review the assessment form regarding compliance with best governance practices and principles.
Every three (3) years, the conduct of the Board performance assessment shall be supported by an external facilitator. The external facilitator can be any independent third party such as, but not limited to, a consulting firm, academic institution or professional organization.
The Chairman of the Board shall act on the results of the performance evaluation by recognizing the strengths and addressing the weaknesses of each trustee. He may propose appointment of new members to the Board or seek the resignation of trustees.
The Board shall ensure that a system that provides, at the minimum, criteria, and process to determine the performance of the Board, individual trustees and committees and allows for a feedback mechanism from the members of the Board is in place.
VI. GOVERNANCE POLICIES & PRINCIPLES
1. Policy on Board Diversity
1.1 PSSLAI is committed to a diverse, inclusive, and equitable environment where all Board members, management and employees feel respected and valued regardless of gender, age, race, ethnicity, nationality, sexual orientation or identity, disability, education, political stand, and religious or cultural background.
1.2 The Board shall ensure that no trustee or candidate for trusteeship who is highly qualified and possesses the necessary experience and technical expertise, shall be discriminated against, and that it will make good use of these differences.
1.3 All Board appointments shall be done on merit, considering the skills required for business operations, management, and expertise that reflect the Association's strategic intent in order to achieve sustainable and balanced growth.
2. Policy on Training
2.1 The Board shall be kept informed of the Association’s internal policies and procedures as appropriate, and all Trustees, including management, shall receive adequate training and annual continuous professional development to be able to assess, manage, and comply with relevant developments in the business and regulatory environments, including corporate governance matters, and to facilitate knowledge and understanding of such laws and regulations.
2.2 The Board, with the assistance of Management, ensures there is an orientation program for new Trustees and a development program for existing Trustees. The orientation program for the first time Trustees is aimed at increasing the new trustee’s familiarity with the Association and ensure that incoming Trustees are appropriately apprised of their duties and responsibilities.
2.3 The training and orientation program shall include topics on corporate governance conducted by a training provider accredited by the BSP and an introduction to the Association’s business, Articles of Incorporation, and Code of Business Conduct and Ethics. Likewise, management officers shall receive appropriate orientation on his duties as a management executive and how to discharge these duties when he is first appointed to the Association. This will ensure that incoming senior officers are familiar with the Association’s business and governance processes. The Board shall ensure that there is an allocation of funds for these purposes.
2.4 The Board of Trustees shall assess their training and development needs and advise the Chairman of the Board if they would benefit from specific skills training or education respecting matters falling within the responsibility of the Board or relating to the business and operations of the Association.
2.5 The Board Secretariat shall keep records of attendance and participation of each Trustee and key officer at the required training programs, seminars, and/or workshops, as well as the details thereof.
3. Policy on Succession Planning
3.1 The Board shall ensure an effective succession planning for key officers and management. This is to ensure the continuity of support in operation and service.
3.2 The Board may prescribe a retirement age for trustees, taking into consideration local, regional and industry practices, stature, and strong qualifications of a trustee, considering factors such as board diversity, mental capacity, wisdom, competence, contribution to sustainability and innovation, among others. Meanwhile, the retirement age for the Management shall follow the compulsory retirement age prescribed under the approved Retirement Plan of the Association.
3.3 In the event of vacancy of the President position, the CGNRC will initiate the process of selection of nominees for the position from among the regular members of the Board for the Board’s approval.
3.4 The CGNRC shall review and modify the policy as deemed necessary and shall present any actions and decision to the Board.
4. Policy on Board Remuneration
4.1 In accordance with the PSSLAI’s By-Laws, the Board shall receive salaries, allowances and other compensations as may be allowed by law, for services rendered to the Association, including travel and other expenses in attending to their functions and duties, and per diems for attendance during meetings.
4.2 Levels of remuneration shall be sufficient to attract and retain the quality of trustees to run the Association successfully.
4.3 Trustees shall not participate in discussions or deliberations involving his/her own remuneration.
4.4 The compensation of the President and other Officers shall be subject to review and approval by the Board. Long-term incentive plans for Officers which the CGNRC may recommend shall be subject to review and approval by the Board and, as may be applicable, members’ confirmation.
4.5 The Board shall regularly review the existing Employee Handbook to strengthen provisions on conflict of interest, salaries, and benefit policies, promotion and career advancement and compliance of the personnel concerned with all statutory requirements that must be periodically met in their respective posts.
5. Policy on Related Party Transactions (RPT)
5.1 The Board shall adopt a policy on related party transactions which shall be incorporated in various manuals and policies of the Association such as the Procurement and Vendo Management, Code of Conduct/Ethics, Whistleblowing Policy, TOSRI Rules and Outsourcing Policy and, whenever applicable and necessary, in such other policies and procedures which may be approved by the Board.
5.2 PSSLAI shall institutionalize a policy on related party transactions to ensure that such transactions are undertaken only on an arm’s length basis and subjected to appropriate oversight of the Board and Audit Committee to protect the Association from conflicts of interest which may arise from its transactions with its Related Parties. The RPT policy adopts the definitions and coverage of BSP guidelines on RPTs and other pertinent regulatory bodies.
6. Policy on Conflict of Interest
6.1 The personal interest of trustees and officers should never prevail over the interest of the Association. They are required to be loyal to the organization so much so that they may not directly or indirectly derive any personal profit or advantage by reason of their position in the Association. They must promote the common interest of all members, including other stakeholders, and the Association without regard to their own personal and selfish interests.
6.2 A conflict of interest exists when a trustee or an officer of the Association:
a. Supplies or is attempting or applying to supply goods or services to the Association.
b. Supplies or is attempting to supply goods, services or information to an entity in competition with the Association.
c. By virtue of his office, acquires or is attempting to acquire for himself a business opportunity which should belong to the Association.
d. Is offered or receives consideration for delivering the Association’s business to a third party.
e. Is engaged or is attempting to engage in a business or activity which competes with or works contrary to the best interests of the Association.
If an actual or potential conflict of interest should arise on the part of trustees, it should be fully disclosed, and the concerned trustee should not participate in the decision making.A trustee who has a continuing conflict of interest of a material nature should either resign or, if the Board deems appropriate, be removed from the Board in the manner prescribed in the by-laws.
6.3 A Trustee or Officer shall not disclose, reveal, or share, by whatever means or method, to any person or entity, any information especially all vital and/or confidential information it has learned, obtained, or acquired in any manner by reason of, and while performing the whole or any portion of his obligation and duties as Trustee or Officer of the Association without the prior written consent of the Association.
7. Policy on Multiple Board Seats
7.1 The Board shall consider guidelines on the number of trusteeships for its members. Such guidelines should be subject to exceptions in a few cases. The optimum number should take into consideration the capacity of a trustee to perform his duties and responsibilities diligently and efficiently.
a. Non-executive trustees may concurrently serve as trustees to a maximum of five (5) BSP-Regulated Entities and publicly listed or non-listed companies to ensure that they have sufficient time to fully prepare for meetings, challenge Management’s proposals/views, and oversee the long-term strategy of the Association.
b. The President and other executive trustees shall submit themselves to a low indicative limit of three (3) memberships in other corporate boards. The same low limit shall apply to independent trustees who serve as full-time executives in other Associations.
8. Notification of Trusteeship
Trustees shall notify the Association’s board where he/she is an incumbent trustee before accepting a trusteeship in another Association.
9. Code of Business Conduct and Ethics
9.1 The Board shall develop, adopt and maintain a Code of Business Conduct and Ethics (referred here the “Code”), which provides standards for professional and ethical behavior, as well as articulate acceptable and unacceptable conduct and practices in internal and external dealings of the Association.
9.2 The Board shall ensure that the Code is properly disseminated to the Board, senior management and employees. A copy of the Code shall be disclosed and made available to the public through the Association website.
9.3 The Board ensures the proper and efficient implementation and monitoring of compliance with the Code and internal policies.
10. Duties to Stakeholders
10. The Board shall identify the Association’s various stakeholders and promote cooperation between them and the Association in creating wealth, growth and sustainability. The stakeholders shall include, among others, members agents, employees, suppliers, the community the Association operates in and regulators.
10.2 The Board shall constantly endeavor to provide all the members the opportunity to enjoy comprehensive financial and social benefits by offering member-centric products and services built on relationships and, with their expertise and effective governance, help the Association become its members’ first choice in all their financial needs.
10.3 It is the duty of the trustees to promote member’s rights, remove impediments to the exercise of members’ rights and allow possibilities to seek redress for violation of their rights. They shall encourage the exercise of members’ rights, voting rights and the solution of collective action problems through appropriate mechanisms as well as awareness of the same to all members and stakeholders.
10.4 The Board shall adopt a transparent framework and process that allows members to communicate with the Association and to obtain redress for the violation of their rights. Stakeholders may communicate with the Association through the various Stakeholders touch points such as the Office of the Corporate Secretary, and the Association’s Website.
11. Anti- Bribery & Corruption Policy
The Board shall set the tone and make a stand against corrupt practices by adopting an anti-corruption policy and program in its Code of Conduct. The same shall be disseminated to all employees across the Association through training to embed them in the Association’s culture.
12. Whistle Blowing Policy
The Board shall establish a suitable framework for whistleblowing and ensure its enforcement to allow employees to freely communicate their concerns about illegal or unethicaI practices, without fear of retaliation and to have direct access to a unit created to handle whistleblowing concerns.
13. Adoption and Effectivity
This Charter shall take effect immediately after Board approval. Amendments to comply with regulatory issuances of the BSP shall be deemed adopted and effective upon the effectivity of the regulatory issuance.
Audit Committee Charter
I. GENERAL PURPOSE
This Audit Committee Charter (the Charter) shall guide the Audit Committee of the Board of Trustees in the fulfillment of its oversight responsibilities over the financial reporting process, the system of internal control, the audit process, risk management process and the Association’s process for monitoring compliance with laws and regulations and the Code of Conduct.
The Audit Committee shall have the authority from the Board to conduct or authorize audits into any matters within its scope of responsibility. The Committee is likewise empowered to:
Recommend to the Board the appointment of any registered public accounting firm and oversee the work performed by the contracted firm;
Resolve any disagreements between Management and the auditor regarding financial reporting;
Recommend all internal audit and non-audit services as deemed appropriate.
Recommend independent counsel, accountants, or other professionals to advise the Committee or assist in the conduct of an audit; and
Invite Association’s Officers, external auditors, or outside counsel as a resource person if necessary.
II. COMPOSITION AND CHAIRPERSON
The Committee shall be composed of at least three (3) members of the Board of Trustees, nominated, and appointed every three (3) years, or may be reorganized as deemed necessary by the Board of Trustees.
Majority of the members of the Committee, including the Chairperson, shall be independent trustees.
The Chairperson shall not be the chair of the board or any other board-level committee.
The Committee Secretary is the Executive Assistant to the Board under the Office of the Corporate Secretary or, in her absence, the Corporate Secretary may designate an alternate.
III. QUALIFICATIONS
The Members of the Committee shall possess the same qualifications and none of the disqualifications of a Trustee, as prescribed by the Securities and Exchange Commission (SEC) and the Bangko Sentral ng Pilipinas (BSP).
In addition, they must possess the following qualifications set by the Board of Trustees:
Must have completed a Masteral Degree preferably in the field of Accounting, Management, Business Administration, Finance or its equivalent;
Must be financially literate and with a degree or experience in accounting, financial management or other similar fields;
Must be able to demonstrate financial, legal, and business literacy through previous experiences;
Must have a sufficient understanding of generally accepted accounting principles and financial statements, internal controls and procedures for financial reporting, and audit functions; and
Must be free from any conflict of interest that may impair the Trustee’s ability to make consistent and fair decisions in the best interests of the Association.
In addition to the mandatory qualifications, a Trustee must demonstrate the following set of skills and personality traits:
NTEGRITY – must be able to act in a manner that will sustain and improve trust to reinforce the Association’s reputation and brand.
KNOWLEDGE OF GOVERNANCE – must have experience as a leader in any organization of similar interests or strategic level with track record of preparing for, and contributing to, meetings, discussions, and oversight in a lead role. Further, he must have the ability to readily distinguish between governance and operational matters as well as a better understanding of risk management.
COLLABORATIVE SKILLS - must be able to demonstrate ability to perform effectively as part of a team of the Board to help achieve expected Board performance. This includes effective negotiation skills, ability, and willingness to build consensus, strong conflict management skills and willingness to accept and support Board decisions.
COMMUNICATIONS – must have the ability to convey information during Board meetings effectively and efficiently by justifying viewpoints with logic, facts and figures as well as by listening effectively.
BUSINESS ACUMEN – must have experience in dealing with general business matters or understanding of complex business situations.
INDEPENDENCE – must have a sense of impartiality and freedom from influence by any factors other than the interest of the members of the Association.
KNOWLEDGE ON LEGISLATION AND STANDARDS – must be familiar with relevant legislation, policies, and standards applicable to Savings and Loan Industry.
The members of the Committee shall be provided with necessary professional education/training relevant to the operations of the Association including the annual continuing training on relevant topics of at least eight (8) hours.
Any member of the Committee who has been absent or who has not participated, for whatever reason, in more than fifty percent (50%) of all meetings cumulatively during a given period, both regular and special, shall be removed for cause and disqualified for reappointment in the succeeding election, except that if the Chairman certifies that said member was given the agenda for the meeting and their comments/discussions thereon were taken up in the meeting, said member shall be considered present in the meeting. This disqualification applies only for purposes of the immediately succeeding election.
IV. MEETINGS
The Committee meets quarterly unless there is a compelling need to meet as frequently as deemed necessary. The Committee Chairperson may call for a special meeting as may be necessary subject to the approval of the Chairman of the Board.
The Committee Chairperson shall preside at each meeting, and in his absence, another member of the Committee shall be designated by the Committee Chairperson as acting chair.
A quorum shall comprise of majority of the Members of the Committee. Voting on Committee matters shall be on a one member – one vote basis. Majority vote of all Members present shall constitute an official action of the Committee.
The Members of the Committee shall attend its meetings in person or through teleconferencing and videoconferencing conducted in accordance with the rules and regulations of the SEC in such a manner that will allow the Member who is taking part in said meeting to actively take part in the deliberations on matters taken up therein, except when justifiable causes prevent his attendance to ensure that the quorum requirement will be met.
The agenda for the meetings shall be set under the direction of the Committee Chairperson. The notice and agenda of the meeting shall be furnished to the Members at least three (3) days before the scheduled meeting and shall include briefing and/or background materials as appropriate. Any member may recommend or suggest any other relevant topics that may aid the Committee in making valuable recommendations to fulfill the Board’s corporate governance responsibilities.
The Secretary shall keep a systematic record of minutes of the meeting, briefing packages and other relevant documents related to the agenda discussed and approved. The minutes shall be circulated in draft form to all Committee Members and shall be considered for approval by the Committee at a subsequent meeting. The Chairperson shall report the Committee’s actions, recommendations, or findings to the Board at the next regularly scheduled meeting following a Committee meeting.
The Committee may invite members of Management, auditors, or others to attend meetings and provide pertinent information as it is deemed necessary. To maximize effectiveness and support an atmosphere that allows open and honest discussion of sensitive matters, the Committee must limit attendance to those who can make contribution to agenda topics.
The Committee shall ensure that follow-up actions on previous committee meetings are properly addressed and monitored.
V. DUTIES AND RESPONSIBILITIES
The Committee shall carry out the following responsibilities:
Oversee the Financial Reporting Framework
Ensure that the Accounting System of the Association has the capability of generating and preparing accurate and comprehensive information and reports.
Review significant accounting and reporting issues, including complex or unusual transactions and highly judgmental areas, and recent professional and regulatory pronouncements, and understand their impact on the financial statements.
Review the annual financial statements, its completeness, consistency, and compliance with accounting principles and standards and regulatory fillings prior to approval by the board and release to the public and regulatory agencies
Exercise due diligence in understanding the development and consolidation of financial information by Management and the nature and extent of internal and external auditor involvement.
Oversee the Internal Control System
Monitor and evaluate the effectiveness of the Association's operating internal control processes, including information technology security and control matters.
Understand the scope of Internal and External Auditors' review of internal control in relation to the financial reporting, and ensure that management take appropriate actions on their significant findings and recommendations.
Oversee the Internal Audit Function
Review with Internal Audit the charter, activities, staffing, and organizational structure of the Internal Audit Department.
Review the audit scope, frequency, timeline, and prioritization of the Audit Plan and all major changes to the plan and recommend its approval to the Board.
Ensure that there are no unjustified restrictions or limitations on the audit scope.
Provide inputs to the Executive Committee on the performance of the Internal Audit Head regarding the achievement of the Audit Plans presented to the Audit Committee.
Review the effectiveness of the Internal Audit Department based on the achievement of Audit Plans and compliance with The Institute of Internal Auditors’ International Professional Practices Framework for Internal Auditing and Code of Ethics
Oversee the activities of the Internal Audit Department and undertake an annual review of its work, in compliance with the Internal Audit Charter and the Internal Audit Manual.
Oversee the External Audit Function
Recommend to the Board for approval the engagement, fees and evaluation of external auditor
Review the External Auditors' proposed audit scope and approach, including coordination of audit effort with Internal Audit.
Review the performance of the External Auditors and endorse to the Board of Trustees the final approval on the appointment or discharge/replacement of the auditors.
Review and confirm the independence of the External Auditors by obtaining statements from the auditors on relationships between the auditors and the Association, including non-audit services, and discussing the relationships with the auditors.
Review with Management and the External Auditors the results of the audit, including all matters, challenges or issues encountered pertaining to the implementation of Generally Accepted Auditing Standards and resolution of such noted issues and report to the board as may be required.
Engagements with Other External Audit Firms
Recommend to the Board of Trustees the appointment of any other certified public accounting firm or professional services company to perform non-financial audit related engagements and oversee the work performed based on the approved terms of reference.
Oversee Implementation of Corrective Actions On Issues Identified by Auditors
Review the findings of any examinations by regulatory agencies, and any observations by auditors.
Review the effectiveness of the system for monitoring compliance with laws and regulations and the results of Management’s audit and follow-up (including disciplinary action) of any instances of noncompliance.
Review the process for communicating and monitoring compliance to the Association’s Code of Conduct
Obtain regular updates regarding compliance matters.
Oversee the Conduct of Special Audits As Authorized by The Board of Trustees
Investigate significant issues/concerns raised upon the direction of the Board of Trustees
Evaluate through the IAD the effectiveness of the fraud management program and oversee the performance of a special audit as necessary.
Other Responsibilities
Perform other activities related to this Charter as directed by the Board of Trustees.
Review and assess the adequacy of the Audit Committee Charter annually, requesting Board approval for proposed changes, and ensure appropriate disclosure as may be required by laws or regulations.
Confirm annually that all responsibilities outlined in this charter have been carried out.
Evaluate the Committee's and individual members’ performance on a regular basis.
VI. REPORTING
The Audit Committee shall:
Report to the Board of Trustees about Committee activities, issues, and related recommendations.
Provide an open avenue of communication between Internal Audit, the External Auditors, and the Board of Trustees.
Report annually to the members, describing the Committee’s composition, responsibilities and how they were discharged, and any other information required by rule, including approval of non-audit services.
Review any other reports on the Association issues that relate to Committee responsibilities.
Present the status of internal control system based on the external and internal assessment in the Annual General Assembly Meeting with the Members of the Association.
VII. CHARTER AMENDMENTS
The Committee shall from time to time assess the adequacy of this Charter. Any amendment to this Committee Charter shall be approved by the Board of Trustees.
Risk Oversight Committee Charter
I. GENERAL PURPOSE
The Risk Oversight Committee has been established by the Board of Trustees to assist the Board in the development and oversight of the risk management program:
overseeing the risk profile and the risk management framework and in formulating policies and procedures relative thereto;
assessing the magnitude (impact) and likelihood of these identified risks;
ensuring that a proper risk assessment is carried out and that key risks are being managed and monitored effectively;
ensuring compliance with the provisions of the Anti-Money Laundering Act (AMLA), the Anti-Terrorism Act (R.A. No. 11479) and its Implementing Rules and Regulations and other laws, rules and regulations promulgated by the AMLC and the BSP applicable to the Association’s Money Laundering and Terrorism Financing Prevention Program (MTPP);
providing an open avenue of communication and collaboration with Management to effectively manage risks;
ensuring that risk management is communicated across PSSLAI and that a common understanding of the risk management practice is maintained; and
identifying and mitigating emerging risk issues.
II. COMPOSITION AND CHAIRPERSON
The Committee shall be composed of at least three (3) members of the Board of Trustees, nominated and appointed every three (3) years, or may be reorganized as deemed necessary by the Board of Trustees.
Majority of the members of the Committee, including the Chairperson, shall be independent trustees.
The Committee Secretary is the Executive Assistant to the Board under the Office of the Corporate Secretary or, in her absence, the Corporate Secretary may designate an alternate.
III. QUALIFICATIONS
The Members of the Committee who are Trustees shall possess the same qualifications and none of the disqualifications of a Trustee, as prescribed by the Securities and Exchange Commission (SEC) and the Bangko Sentral ng Pilipinas (BSP). In addition, they must possess the following qualifications set by the Board of Trustees:
Must have completed a Masteral Degree preferably in the fields of Accounting, Management, Business Administration, Finance or its equivalent;
Must be able to demonstrate financial, legal and business literacy through previous experiences; and
Must be free from any conflict of interest that may impair the Trustee’s ability to make consistent and fair decisions in the best interests of the Association.
In addition to the mandatory qualifications, a Trustee must demonstrate the following set of skills and personality traits:
INTEGRITY – must be able to act in a manner that will sustain and improve trust to reinforce the Association’s reputation and brand.
KNOWLEDGE OF GOVERNANCE – must have the experience as a leader in any organization of similar interests or strategic level with track record of preparing for and contributing to meetings, discussions and oversight in a lead role. Further, he must have the ability to readily distinguish between governance and operational matters as well as better understanding of risk management.
COLLABORATIVE SKILLS - must be able to demonstrate ability to perform effectively as part of a team of the Board to help achieve expected Board performance. This includes effective negotiation skills, ability and willingness to build consensus, strong conflict management skills and willingness to accept and support Board decisions.
COMMUNICATIONS – must have the ability to convey information during Board meetings effectively and efficiently by justifying viewpoints with logic, facts and figures as well as by listening effectively.
BUSINESS ACUMEN – must have the experience in dealing with general business matters or understanding of complex business situations.
INDEPENDENCE – must have sense of impartiality and freedom from influence by any factors other than the interest of the members of the Association.
KNOWLEDGE ON LEGISLATION AND STANDARDS – must be familiar with relevant legislations, policies and standards applicable to Savings and Loan Industry.
The members of the Committee shall be provided with necessary professional education/training relevant to the operations of the Association, including the annual continuing training on relevant topics of at least eight (8) hours.
Any member of the Committee who has been absent or who has not participated, for whatever reason, in more than fifty percent (50%) of all meetings cumulatively during a given period, both regular and special, shall be removed for cause and disqualified for reappointment in the succeeding election, except that if the Chairman certifies that said member was given the agenda for the meeting and their comments/discussions thereon were taken up in the meeting, said member shall be considered present in the meeting. This disqualification applies only for purposes of the immediately succeeding election.
VI. MEETINGS
The Committee meets quarterly unless there is a compelling need to meet as frequently as deemed necessary. The Committee Chairperson may call for a special meeting as may be necessary subject to the approval of the Chairman of the Board.
The Chairperson shall preside at each meeting, and in his absence, another member of the Committee shall be designated as Acting Chair.
A quorum shall comprise of majority of the Members of the Committee. Voting on Committee matters shall be on one member – one vote basis. Majority vote of all Members present shall constitute an official action of the Committee.
The Members of the Committee shall attend its meetings in person or through teleconferencing and videoconferencing conducted in accordance with the rules and regulations of the SEC in such a manner that will allow the Member who is taking part in said meetings to actively take part in the deliberations on matters taken up therein, except when justifiable causes prevent his attendance to ensure that the quorum requirement will be met.
The agenda for the meetings shall be set under the direction of the Committee Chairperson. The notice and agenda of the meeting shall be furnished to the Members at least three (3) days before the scheduled meeting and shall include briefing and/or background materials as appropriate. Any member may recommend or suggest any other relevant topics that may aid the Committee in making valuable recommendations to fulfill the Board’s corporate governance responsibilities.
The Secretary shall keep a systematic record of minutes of the meeting, briefing packages and other relevant documents related to the agenda discussed and approved. The minutes shall be circulated in draft form to all Committee Members and shall be considered for approval by the Committee at a subsequent meeting. The Chairperson shall report the Committee’s actions, recommendations, or findings to the Board at the next regularly scheduled meeting following a Committee meeting.
The Risk Oversight Committee may invite any officer, employee or any external party with competence/expertise or knowhow on risk management to attend its meeting as it deems necessary. To maximize effectiveness and support an atmosphere that allows honest discussion of sensitive matters, the Committee must limit attendance to those who can make contribution to agenda topics.
The Committee shall ensure that follow-up actions on previous Committee meetings are properly addressed and monitored.
V. DUTIES AND RESPONSIBILITIES
The Committee shall advise the board of trustees on the Association’s overall current and future risk appetite, oversee senior management’s adherence to the risk appetite statement, and report on the state of risk culture of the Association.
The Committee shall have the following core responsibilities:
Oversee the risk management framework. The committee shall oversee the enterprise risk management framework and ensure that there is periodic review of the effectiveness of the risk management systems and recovery plans. It shall ensure that corrective actions are promptly implemented to address risk management concerns.
Oversee adherence to risk appetite. The committee shall ensure that the current and emerging risk exposures are consistent with the Association’s strategic direction and overall risk appetite. It shall assess the overall status of adherence to the risk appetite based on the quality of compliance with the limit structure, policies, and procedures relating to risk management and control, and performance of management, among others.
Oversee the risk management function. The committee shall be responsible for the appointment/selection and dismissal of the Chief Risk Officer (CRO), subject to board of trustees' confirmation. It shall also ensure that the risk management function has adequate resources and effectively oversees the risk-taking activities of the Association. In addition, the Committee shall oversee the roles and responsibilities of the Information Security Officer on information security risks to ensure a dedicated approach in managing information security risks at the governance level and acknowledge the criticality of information security in risk mitigation activities.
Hereunder are the specific duties and responsibilities of the Risk Oversight Committee:
Oversee adherence of the Association to the enterprise risk management framework and compliance with regulatory requirements.
Define the Associations’ risk appetite statement which will be presented to the Board for approval.
Conduct annual review of the risk appetite for validity and recommend changes as necessary.
Oversee the Association’s compliance with the AMLA, KYM requirements, ML/TF/PF policies, risk profiling, monitoring of members’ accounts and transactions, CT and ST reporting, and compliance testing through regular reporting by the Compliance Department.
Regularly update the Board on risk exposures and risk management activities.
Perform such other duties as the Board may delegate from time to time.
VI. REPORTING
The Committee shall report to the Board about Committee activities, issues, and related recommendations.
VII. CHARTER AMENDMENTS
The Committee shall from time to time assess the adequacy of this Charter. Any amendment to this Committee Charter shall be approved by the Board of Trustees.
Corporate Governance Committee Charter
I. GENERAL PURPOSE
The Corporate Governance Committee (the “Committee”) shall oversee the Association’s adherence to the corporate governance principles and policy alignment to regulatory guidelines and perform such oversight functions as may be directed by the Board. The following are the core principles of good governance:
Independence: The Association is separate and different from the members, the Trustees and the management.
Rights and Duties: The Association has a mission, a basic purpose for existence and has certain rights and corresponding duties.
Original Power to Decide: The Board is always a collegial body and acts collegially and is vested with this original power.
Loyalty to the Association: Loyalty to the Association takes precedence over other loyalties and above personal, other narrow interests of privileged parties.
Long-Term Viability: The Board is the Head of the Association, duty-bound to decide and act always with the long-term viability of the Association in mind.
Fairness: The BOT must treat the members equitably and must give all stakeholders their due.
Accountability: The Board institutes a system of accountability on the basis of transparent, truthful reports. The Board measures performance, gives out rewards and punishments, and properly manages risks.
Transparency: There is a need for truth and integrity in all aspects of corporate operations and in reporting on them.
Ethics: The Board sets the tone at the top. Decisions and actions signal a deep commitment to ethics and compliance with laws and regulations. The Board should ultimately serve not only as the “head” but also as the “conscience” of the Association.
Social Responsibility: The Association serves as an instrument for the common good.
Sustainability: This encompasses environmental, economic, and social dimensions.
II. COMPOSITION AND CHAIRPERSON
The Committee shall be composed of at least three (3) members of the Board of Trustees, nominated and appointed every three (3) years, or may be reorganized as deemed necessary by the Board of Trustees.
Majority of the members of the Committee, including the Chairperson, shall be independent trustees.
The Committee Secretary is the Executive Assistant to the Board under the Office of the Corporate Secretary or, in her absence, the Corporate Secretary may designate an alternate.
III. QUALIFICATIONS
The Members of the Committee shall possess the same qualifications and none of the disqualifications of a Trustee, as prescribed by the Securities and Exchange Commission (SEC) and the Bangko Sentral ng Pilipinas (BSP). In addition, they must possess the following qualifications set by the Board of Trustees:
Must have completed a Masteral Degree preferably in the fields of Accounting, Management, Business Administration, Finance or its equivalent;
Must be able to demonstrate financial, legal and business literacy through previous experiences;
Must be free from any conflict of interest that may impair the Trustee’s ability to make consistent and fair decisions in the best interests of the Association.
In addition to the mandatory qualifications, a Trustee must demonstrate the following set of skills and personality traits:
INTEGRITY – must be able to act in a manner that will sustain and improve trust to reinforce the Association’s reputation and brand.
KNOWLEDGE OF GOVERNANCE – must have the experience as a leader in any organization of similar interests of strategic level with track record of preparing for and contributing to meetings, discussions and oversight in a lead role. Further, he must have the ability to readily distinguish between governance and operational matters as well as better understanding of risk management.
COLLABORATIVE SKILLS – must be able to demonstrate ability to perform effectively as part of a team of the Board to help achieve expected Board performance. This includes effective negotiation skills, ability and willingness to build consensus, strong conflict management skills and willingness to accept and support Board decisions.
COMMUNICATIONS – must have the ability to convey information during the Board meetings effectively and efficiently by justifying viewpoints with logic, facts and figures as well as by listening effectively.
BUSINESS ACUMEN – must have the experience in dealing with general business matters or understanding of complex business situations.
INDEPENDENCE – must have sense of impartiality and freedom from influence by any factors other than the interest of the members of the Association.
KNOWLEDGE ON LEGISLATION AND STANDARDS – must be familiar with relevant legislations, policies and standards applicable to Savings and Loan Industry.
The members of the Committee shall be provided with necessary professional education/training relevant to the operations of the Association, including the annual continuing training on relevant topics of at least eight (8) hours.
Any member of the Committee who has been absent or who has not participated, for whatever reason, in more than fifty percent (50%) of all meetings cumulatively during a given period, both regular and special, shall be removed for cause and disqualified for reappointment in the succeeding election, except that if the Chairman certifies that said member was given the agenda for the meeting and their comments/discussions thereon were taken up in the meeting, said member shall be considered present in the meeting. This disqualification applies only for purposes of the immediately succeeding election.
IV. MEETINGS
The Committee meets quarterly unless there is a compelling need to meet as frequently as deemed necessary. The Committee Chairman may call for a special meeting as may be necessary subject to the approval of the Chairman of the Board.
The Committee Chairperson shall preside at each meeting, and in his absence, another member of the Committee shall be designated by the Committee Chairperson as Acting Chair.
A quorum will comprise of majority of the Members of the Committee. Voting on Committee matters shall be on one member – one vote basis. Majority vote of all Members present shall constitute an official action of the Committee.
The Members of the Committee shall attend its meetings in person or through teleconferencing and videoconferencing conducted in accordance with the rules and regulations of the SEC in such a manner that will allow the Member who is taking part in said meetings to actively take part in the deliberations on matters taken up therein, except when justifiable causes prevent his attendance, to ensure that the quorum requirement will be met.
The agenda for the meetings shall be set under the direction of the Committee Chairperson. The notice and agenda of the meeting shall be furnished to the Members at least three (3) days before the scheduled meeting and shall include briefing and/or background materials as appropriate. Any member may recommend or suggest any other relevant topics that may aid the Committee in making valuable recommendations to fulfill the Board’s corporate governance responsibilities.
The Secretary shall keep a systematic record of minutes of the meeting, briefing packages and other relevant documents related to the agenda discussed and approved. The minutes shall be circulated in draft form to all Committee Members and shall be considered for approval by the Committee at a subsequent meeting. The Chairperson shall report the Committee’s actions, recommendations, or findings to the Board at the next regularly scheduled meeting following a Committee meeting.
The Committee may invite any officer, employee or any external party with competence/expertise to attend its meeting as it deems necessary. To maximize effectiveness and support an atmosphere that allows frank discussion of sensitive matters, the Committee must limit attendance to those who can make meaningful contributions to agenda topics.
The Committee shall ensure that follow-up actions on previous Committee meetings are properly addressed and monitored.
V. DUTIES AND RESPONSIBILITIES
Develop and, where appropriate, recommend to the Board for approval corporate governance guidelines aimed at fostering high standards of corporate governance;
Endorse to the Committee on Election the Board-approved nominees for the Board of Trustees;
Oversee the annual continuing training on relevant topics of at least eight (8) hours for the Board or any of its committees or as may hereafter be prescribed by laws, rules and regulations;
Ensure alignment of the Committee Charters with corporate governance principles, as well as similar governance documents, and recommend to the Board amendments as deemed necessary and advisable;
Perform such other duties as may be required by the Board.
VI. REPORTING
The Committee shall report to the Board on matters taken up at corporate governance meeting/s.
VII. CHARTER AMENDMENTS
The Committee shall from time to time assess the adequacy of this Charter. Any amendment to this Committee Charter shall be approved by the Board of Trustees.tees.
Membership Committee Charter
I. GENERAL PURPOSE
The PSSLAI Membership Committee (the “Committee”) is constituted by the Board of Trustees (the “Board”) for the purpose of promoting membership growth, addressing members’ welfare, and encouraging the retention of existing members. It is empowered to:
Consult and communicate with management about members’ concerns to continuously improve the Association’s products, services and benefits;
Recommend to the Board of Trustees membership recruitment and retention plans;
Recommend to the Board policies and programs that will promote and protect the members’ rights as consumers and as members of the Association and oversee its implementation; and
Perform such other functions relating to membership as may be delegated to it by the Board of Trustees.
II. COMPOSITION AND CHAIRPERSON
The Committee shall be composed of at least three (3) members of the Board of Trustees, nominated and appointed every three (3) years, or may be reorganized as deemed necessary by the Board of Trustees.
The Chairperson of the Committee shall be an independent trustee.
The Committee Secretary is the Executive Assistant to the Board under the Office of the Corporate Secretary or, in her absence, the Corporate Secretary may designate an alternate.
III. QUALIFICATIONS
The Chairperson of the Committee shall be an independent Trustee.
The Members of the Committee who are Trustees shall possess the same qualifications and none of the disqualifications of a Trustee, as prescribed by Securities and Exchange Commission (SEC) and the Bangko Sentral ng Pilipinas (BSP).
In addition, they must possess the following qualifications set by the Board of Trustees:
Must have completed a Masteral Degree preferably in the fields of Accounting, Management, Business Administration, Finance or its equivalent;
Must be able to demonstrate financial, legal and business literacy through previous experiences; and
Must be free from any conflict of interest that may impair the Trustee’s ability to make consistent and fair decisions in the best interests of the Association.
In addition to the mandatory qualifications, a Trustee must demonstrate the following set of skills and personality traits:
INTEGRITY – must be able to act in a manner that will sustain and improve trust to reinforce the Association’s reputation and brand.
KNOWLEDGE OF GOVERNANCE – must have the experience as a leader in any organization of similar interests of strategic level with a track record of preparing for and contributing to meetings, discussions and oversight in a lead role. Further, he must have the ability to readily distinguish between governance and operational matters as well as better understanding of risk management.
COLLABORATIVE SKILLS – must be able to demonstrate ability to perform effectively as part of a team of the Board to help achieve expected Board performance. This includes effective negotiation skills, ability and willingness to build consensus, strong conflict management skills and willingness to accept and support Board decisions.
COMMUNICATIONS – must have the ability to convey information during the Board meetings effectively and efficiently by justifying viewpoints with logic, facts and figures as well as by listening effectively.
BUSINESS ACUMEN – must have the experience in dealing with general business matters or understanding of complex business situations.
INDEPENDENCE – must have sense of impartiality and freedom from influence by any factors other than the interest of the members of the Association.
KNOWLEDGE ON LEGISLATION AND STANDARDS – must be familiar with relevant legislations, policies and standards applicable to Savings and Loan Industry.
3. The Committee shall meet once a month at least one week prior to the Board meeting. The Committee Chairman may call for one (1) special meeting per month as may be necessary.
4. The Committee Chairperson shall preside at each meeting, and in his absence, another member of the Committee shall be designated by the Committee Chairperson as acting chair.
IV. MEETINGS
The Committee meets quarterly unless there is a compelling need to meet as frequently as deemed necessary. The Committee Chairman may call for a special meeting as may be necessary subject to the approval of the Chairman of the Board.
The Committee Chairperson shall preside at each meeting, and in his absence, another member of the Committee shall be designated by the Committee Chairperson as acting chair.
A quorum will comprise the majority of the Members of the Committee. Voting on Committee matters shall be on one member – one vote basis. Majority vote of all Members present shall constitute an official action of the Committee.
The Members of the Committee shall attend its meetings in person or through teleconferencing and videoconferencing conducted in accordance with the rules and regulations of the SEC in such a manner that will allow the Member who is taking part in said meetings to actively take part in the deliberations on matters taken up therein, except when justifiable causes prevent his attendance, to ensure that the quorum requirement will be met.
The agenda for the meetings shall be set under the direction of the Committee Chairperson. The notice and agenda of the meeting shall be furnished to the members of the Committee at least three (3) days before the scheduled meeting and shall include briefing and/or background materials as appropriate. Any member may recommend or suggest topics that may be discussed by the Committee.
The Secretary shall keep a systematic record of minutes of the meeting, briefing packages and other relevant documents related to the agenda discussed and approved. The minutes shall be circulated in draft form to all Committee Members and shall be considered for approval by the Committee at a subsequent meeting. The Chairperson shall report the Committee’s actions, recommendations, or findings to the Board at the next regularly scheduled meeting following a Committee meeting.
The Committee may invite any officer, employee or any external party with competence/expertise to attend its meeting as it deems necessary. To maximize effectiveness and support an atmosphere that allows frank discussion of sensitive matters, the Committee must limit attendance to those who can make meaningful contribution to agenda topics.
The Committee shall ensure that follow-up actions on previous committee meetings are properly addressed and monitored.
V. DUTIES AND RESPONSIBILITIES
The Committee is responsible for assisting the Board in overseeing plans, programs, policies and any other activities pertaining to members and membership with the Association. In so doing, it shall:
Recommend strategies to increase membership and retain current members in line with the sustainability goals of the Association;
Ensure that members accepted are within the “well-defined” group in accordance with the law and the Association’s by-laws;
Ensure that the Association remains responsive to membership issues and concerns and develop recommendations to enhance membership acquisition and growth;
Ensure that members are given the opportunity to participate effectively and vote in general membership meetings and are informed of the rules, including voting procedures that govern the election of trustees;
Make available to members accurate, timely and pertinent information;
Review the membership manual, including all other membership policies, and recommend changes and improvements as may be necessary;
Recommend and provide guidance on orientation and seminars given to existing and new members that will enhance and add value to membership;
Recommend policies that promote the rights of the members and provide adequate avenue for them to seek timely redress for breach of their rights;
Ensure that all members are treated fairly, equitably and without discrimination;
Recommend and provide guidance on the adoption and implementation of a consumer protection program; and
Perform such other functions as may be directed by the Board.
VI. REPORTING
The Membership Committee shall report to the Board on matters taken up by them.
VII. CHARTER AMENDMENTS
The Committee shall from time to time assess the adequacy of this Charter. Any amendment to this Committee Charter shall be approved by the Board of Trustees.
Executive Committee Charter
I. GENERAL PURPOSE
The PSSLAI Executive Committee (the “Committee”) is constituted by the Board of Trustees (the “Board”) for the following purposes:
Act on all matters within the competence of the Board, except with respect to: 1) approval of any action for which members’ approval is also required; 2) filling of vacancies in the Board; 3) amendment or repeal of by-laws or the adoption of new by-laws; 4) the amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable; and 5) distribution of dividends to members.
Develop and recommend to the Board the vision and strategies of the Association consistent with its mandate and business objectives and taking into account the Association’s long-term financial interest, its level of risk tolerance and ability to manage risks effectively;
Review all acts and transactions of management and approve or disapprove the same in accordance with the Association’s performance standards, corporate culture and values;
Oversee the management of the affairs of the Association and ensure proper discharge of management functions;
Oversee the implementation of the Association’s strategic initiatives to achieve corporate objectives;
Oversee the implementation of the policies and governing areas of operations and evaluate control functions with management to promptly identify and address significant risks and issues;
Ensure that suspicious transactions are timely reported to the Committee and to the Board and decide whether or not a suspicious transaction reporting to the AMLC is warranted;
Ensure that there is a remuneration and other incentives policy that is aligned with the operating and risk culture of the Association as well as with its strategic and financial interest, promotes good performance and conveys acceptable risk-taking behavior and complies with all legal and regulatory requirements;
Work closely with the Risk Oversight Committee in evaluating the incentives created by the remuneration system;
Exercise direct supervision over the Business Analytics, Continuity and Actuarial Risk Department and Quality Assurance Office;
Decide on the composition of the Crisis Management Team and their specific responsibilities and shall provide guidance as necessary;
Assist the Board in the monitoring of the Business Continuity Management program implementation;
Oversee the selection of key members of Senior Management, including movements/promotions;
Oversee the periodic evaluation of contribution and performance of the Association’s Senior Management;
Conduct performance appraisal of Senior Management and assist the Board in overseeing the development and implementation of professional development programs for senior management and officers; and
Perform such other functions which may be exercised by the Committee not inconsistent with the by-laws and applicable laws, rules and regulations.
II. COMPOSITION AND CHAIRPERSON
The Committee shall be composed of at least three (3) members of the Board of Trustees, including the Chairman, nominated and appointed every three (3) years, or may be reorganized as deemed necessary by the Board of Trustees.
The Chairman of the Board shall be the Chairman of the Committee.
The Executive Assistant to the Board under the Office of the Corporate Secretary is the Committee Secretary or, in her absence, the Corporate Secretary may designate an alternate.
III. QUALIFICATIONS
The Members of the Committee shall possess the same qualifications and none of the disqualifications of a Trustee, as prescribed by Securities and Exchange Commission (SEC) and the Bangko Sentral ng Pilipinas (BSP). In addition, they must possess the following qualifications set by the Board of Trustees:
Must have completed a Masteral Degree preferably in the fields of Accounting, Management, Business Administration, Finance or its equivalent;
Must be able to demonstrate financial, legal and business literacy through previous experiences;
Must be free from any conflict of interest that may impair the Trustee’s ability to make consistent and fair decisions in the best interests of the Association.
In addition to the mandatory qualifications, a Trustee must demonstrate the following set of skills and personality traits:
INTEGRITY – must be able to act in a manner that will sustain and improve trust to reinforce the Association’s reputation and brand.
KNOWLEDGE OF GOVERNANCE – must have the experience as a leader in any organization of similar interests of strategic level with track record of preparing for and contributing to meetings, discussions and oversight in a lead role. Further, he must have the ability to readily distinguish between governance and operational matters as well as better understanding of risk management.
COLLABORATIVE SKILLS – must be able to demonstrate ability to perform effectively as part of a team of the Board to help achieve expected Board performance. This includes effective negotiation skills, ability and willingness to build consensus, strong conflict management skills and willingness to accept and support Board decisions.
COMMUNICATIONS – must have the ability to convey information during the Board meetings effectively and efficiently by justifying viewpoints with logic, facts and figures as well as by listening effectively.
BUSINESS ACUMEN – must have the experience in dealing with general business matters or understanding of complex business situations.
INDEPENDENCE – must have sense of impartiality and freedom from influence by any factors other than the interest of the members of the Association.
KNOWLEDGE ON LEGISLATION AND STANDARDS – must be familiar with relevant legislations, policies and standards applicable to Savings and Loan Industry.
The members of the Committee shall be provided with necessary professional education/training relevant to the operations of the Association, including the annual continuing training on relevant topics of at least eight (8) hours.
Any member of the Committee who has been absent or who has not participated, for whatever reason, in more than fifty percent (50%) of all meetings cumulatively during a given period, both regular and special, shall be removed for cause and disqualified for reappointment in the succeeding election, except that if the Chairman certifies that said member was given the agenda for the meeting and their comments/discussions thereon were taken up in the meeting, said member shall be considered present in the meeting. This disqualification applies only for purposes of the immediately succeeding election.
IV. MEETINGS
The Committee shall meet as frequently as considered necessary by the Chairman. Meetings of the Committee shall be convened by the Chairman as deemed appropriate or upon request of the majority of the members.
The Chairman shall preside at all meetings of the Committee. The agenda for the meetings shall be set under the direction of the Chairman. Any member may recommend or suggest any other topics that may be discussed by the Committee.
A quorum will comprise the majority of the Members of the Committee. Voting on Committee matters shall be on one member – one vote basis. Majority vote of all Members present shall constitute an official action of the Committee.
The Members of the Committee shall attend its meetings in person or through teleconferencing and videoconferencing conducted in accordance with the rules and regulations of the SEC in such a manner that will allow the Member who is taking part in said meetings to actively participate in the deliberations on matters taken up therein, except when justifiable causes prevent his attendance, to ensure that the quorum requirement will be met.
The notice and agenda of the meeting shall be furnished to the Members at least two (2) days before the scheduled meeting and shall include briefing and/or background materials as appropriate.
The Secretary shall keep a systematic record of Minutes of the meeting, briefing packages and other relevant documents related to the Agenda discussed and approved. The minutes shall be circulated in draft form to all Committee Members and shall be considered for approval by the Committee at a subsequent meeting. The Chairman shall report the Committee’s actions, recommendations, or findings to the Board at the next regularly scheduled meeting following a Committee meeting.
The Committee may invite any officer, employee or any external party with competence/expertise to attend its meeting as it deems necessary. To maximize effectiveness and support an atmosphere that allows frank discussion of sensitive matters, the Committee must limit attendance to those who can make meaningful contributions to agenda topics.
The Committee shall ensure that follow-up actions on previous committee meetings are properly addressed and monitored.
V. DUTIES AND RESPONSIBILITIES
The Committee is responsible for overseeing the affairs of the Association and the acts and transactions of Management. In so doing, it shall:
Regularly meet with senior management to engage in discussions, questions, and critically review the reports and information provided by them;
Examine the acts and transactions of the management and approve or disapprove the same as may be deemed necessary;
Has oversight of all management acts to ensure that, a) the finances of the Association are properly managed and the business is running smoothly; b) there is accurate and compliant financial reporting; c) sales performance is optimized through an effective sales planning and strategies implementation; d) the Association continues to look after the members’ welfare, and able to recruit new members and keep existing ones; e) loan activities and operations are properly managed and controlled; f) a high performance culture is maintained through the recruitment and development of a competent workforce and people empowerment; g) the management and the Board is provided with sound audit observations and recommendations; h) there is an effective IT planning, training and development of IT resources, and optimal use of technology services and resources; i) the Association is compliant with the rules and regulations of government regulatory agencies; j) the Association has an efficient loans monitoring system in place and revenues are properly and timely collected; k) properties and facilities are managed and maintained and that employees are always provided with a healthy and safe work environment; l) complex risks and benefits and the potential financial consequences thereof are evaluated and assessed and that thresholds set up by the Board upon the recommendation of the Committee will keep the Association sustainable and profitable; m) the Board and the management are provided with effective legal advice and support and that unnecessary litigation is avoided; n) the Association is compliant with statutory requirements relating to data privacy and data protection; o) the Association is provided with strategic insights and updates on information security controls and standards; p) the Association has an effective IT architecture to accommodate current and future organizational needs; q) projects are strictly monitored and project standards are met; and r) product development passes through the scrutiny of the Committee and that the same are managed and effectively marketed through various marketing communications platforms.
Promulgate major policies of the Association including but may not be limited to those pertaining to credit, disclosure, complaint-handling, amendments to the Association’s Money Laundering and Terrorist Financing Prevention Program, ethical personal and business conduct at the Association; to establish a framework for a culture of integrity and compliance throughout the Association;
Review, assess and approve, in the exercise of its oversight function, all major projects, programs and endeavors including, but may not be limited to, establishment of new offices, embarking on major IT projects, creation of new products and/or enhancement of existing ones and corporate social responsibility initiatives;
Approve for confirmation by the Board, all loans, credits, advances or commitments, accommodations and property-related proposals;
Review and assess the Association’s corporate strategy and reporting, including monitoring of sales, marketing and financial performance;
Report to the Board material matters relating to the Association’s operations arising from discussions in the Executive Committee meetings;
Determine whether or not a suspicious transaction shall be reported to the Anti-Money Laundering Council (AMLC) and, if warranted, direct the Compliance Department to report any suspicious transactions on the accounts of members that raised a red flag to the Association;
Evaluate the IT governance system. It shall allocate sufficient responsibility with sufficient authority levels to management to ensure IT governance and management systems are aligned with the desired strategic objectives of the Board;
Conduct performance appraisal of the Senior Management to ensure that the approved strategic plans and objectives are implemented by each department/office;
Recommend to the Board relevant and important topics for discussion and/or action and bring forward issues that require Board discussion and decision-making at the Board level;
Monitor the quality of the relationship between Management and the Board, and recommend improvements, and monitor the quality and sufficiency of information provided to the Trustees;
Take immediate action in urgent situations and advise the Board on pertinent and pressing matters affecting or that may affect the Association; and
Perform other functions as may be delegated to it by the Board and such functions which the Committee may generally exercise which are not inconsistent with the by-laws and applicable laws, rules and regulations.
VI. REPORTING
The Committee shall report to the Board on matters taken up requiring Board discussion or action.
VII. CHARTER AMENDMENTS
The Committee shall from time to time assess the adequacy of this Charter. Any amendment to this Committee Charter shall be approved by the Board of Trustees.
Information Technology Committee Charter
I. GENERAL PURPOSE
The IT Committee (ITC) shall oversee the Association’s IT function and will focus its efforts in ensuring consistent and deliberate progress towards a mature IT governance. It shall regularly provide adequate information to the Board regarding IT performance, status of major IT projects or other significant issues, to enable the Board to make well-informed decisions regarding the Association’s IT operations.
The IT Committee shall have the authority from the Board to:
consult and communicate with management about new and emerging technologies and technical requirements, and get reports and/or any information regarding any IT matters from management and external sources;
study and make recommendations to the Board about any IT matters; and
perform such other powers as may be delegated by the Board.
II. COMPOSITION AND CHAIRPERSON
The ITC shall consist of at least three (3) members from the Board of Trustees, nominated and appointed every three (3) years, or may be reorganized as deemed necessary by the Board of Trustees.
The Chairperson of the Committee shall be a non-executive member of the Board.
The President of the Association who shall represent the business user group shall also be a member of the ITC.
The Head of the IT Group and the Heads of the Business Systems Development Department and Technology Services Department may be invited in ITC meetings and report to the ITC any IT matters affecting the Association as may be necessary.
The Committee Secretary is the Executive Assistant to the Board under the Office of the Corporate Secretary or, in her absence, the Corporate Secretary may designate an alternate.
III. QUALIFICATIONS
The Members of the Committee who are Trustees shall possess the same qualifications and none of the disqualifications of a Trustee, as prescribed by the Securities and Exchange Commission (SEC) and the Bangko Sentral ng Pilipinas (BSP). In addition, they must possess the following qualifications set by the Board of Trustees:
Must have a Masteral Degree preferably in the field of Information Technology, Computer Science, Computer Engineering or its equivalent;
Must demonstrate basic knowledge or prior experience in IT operations;
Must be able to demonstrate financial, legal and business literacy through previous experiences; and
Must be free from any conflict of interest that may impair the Trustee’s ability to make consistent and fair decisions in the best interests of the Association.
In addition to the mandatory qualifications, a Trustee must demonstrate the following set of skills and personality traits:
INTEGRITY – must be able to act in a manner that will sustain and improve trust to reinforce the Association’s reputation and brand.
KNOWLEDGE OF GOVERNANCE – must have experience as a leader in any organization of similar interests or strategic level with track record of preparing for and contributing to meetings, discussions and oversight in a lead role. Further, he must have the ability to readily distinguish between governance and operational matters as well as a better understanding of risk management.
COLLABORATIVE SKILLS - must be able to demonstrate ability to perform effectively as part of a team of the Board to help achieve expected Board performance. This includes effective negotiation skills, ability and willingness to build consensus, strong conflict management skills and willingness to accept and support Board decisions.
COMMUNICATIONS – must have the ability to convey information during Board meetings effectively and efficiently by justifying viewpoints with logic, facts and figures as well as by listening effectively.
BUSINESS ACUMEN – must have experience in dealing with general business matters or understanding of complex business situations.
INDEPENDENCE – must have a sense of impartiality and freedom from influence by any factors other than the interest of the members of the Association.
KNOWLEDGE ON LEGISLATION AND STANDARDS – must be familiar with relevant legislations, policies and standards applicable to the savings and loan industry.
The members of the Committee shall be provided with necessary professional education/training relevant to the operations of the Association, including the annual continuing training on relevant topics of at least eight (8) hours.
Any member of the Committee who has been absent or who has not participated, for whatever reason, in more than fifty percent (50%) of all meetings cumulatively during a given period, both regular and special, shall be removed for cause and disqualified for reappointment in the succeeding election, except that if the Chairman certifies that said member was given the agenda for the meeting and their comments/discussions thereon were taken up in the meeting, said member shall be considered present in the meeting. This disqualification applies only for purposes of the immediately succeeding election.
IV. MEETINGS
The ITC meets quarterly unless there is a compelling need to meet as frequently as deemed necessary. The Committee Chairman may call for a special meeting as may be necessary subject to the approval of the Chairman of the Board.
The Committee Chairman shall preside at each meeting, and in his absence, another member of the Committee shall be designated by the Committee Chairman as Acting Chair.
A quorum will comprise of majority of the Members of the Committee. Voting on Committee matters shall be on one member – one vote basis. Majority vote of all Members present shall constitute an official action of the Committee.
The Members of the Committee shall attend its meetings in person or through teleconferencing and videoconferencing conducted in accordance with the rules and regulations of the Securities and Exchange Commission in such a manner that will allow the Member who is taking part in said meetings to actively take part in the deliberations on matters taken up therein, except when justifiable causes prevent his attendance to ensure that the quorum requirement will be met.
The agenda for the meetings shall be set under the direction of the Committee Chairperson. The notice and agenda of the meeting shall be furnished to the Members at least three (3) days before the scheduled meeting and shall include briefing and/or background materials as appropriate. Any member may recommend or suggest any other relevant topics that may aid the Committee in making valuable recommendations to fulfill the Board’s corporate governance responsibilities.
The Secretary shall keep a systematic record of minutes of the meeting, briefing packages and other relevant documents related to the agenda discussed and approved. The minutes shall be circulated in draft form to all Committee Members and shall be considered for approval by the Committee at a subsequent meeting. The Chairperson shall report the Committee’s actions, recommendations, or findings to the Board at the next regularly scheduled meeting following a Committee meeting.
The Committee may invite any officer, employee or any external party with competence/expertise to attend its meeting as it deems necessary. To maximize effectiveness and support an atmosphere that allows frank discussion of sensitive matters, the Committee must limit attendance to those who can make meaningful contributions to agenda topics.
The Committee shall ensure that follow-up actions during previous committee meetings are properly addressed and monitored.
V. DUTIES AND RESPONSIBILITIES
The ITC shall be responsible for providing recommendations to the Board of Trustees regarding strategies, priorities, policies and standards on any IT-related issue, in compliance with laws, rules and regulations, and the Association’s By-laws, as follows:
Review and recommend IT Strategic Plan to ensure that is aligned with the Association’s business strategies;
Review and recommend IT policies and procedures in the following areas:
IT Governance/Management;
System Development and/or acquisition;
IT Operations;
Communication Networks;
Digital Products and Services; and
IT Outsourcing and Vendor Management.
Oversee the Association’s IT Governance system by monitoring its effectiveness. This involves recommending for approval the agreed mechanisms and assessing the performance of the design in order to rectify the governance setting for its intended objective.
Ensure that policies are in place that will identify, measure, monitor and control IT risks;
Ensure that policies and procedures are in place to implement IT Controls;
Ensure that that there are clear policies on the submission of required Reports to the BSP.
VI. REPORTING
The Committee shall report to the Board on IT performance, status of major IT projects or other significant IT-related issues.
VII. CHARTER AMENDMENTS
The Committee shall from time to time assess the adequacy of this Charter. Any amendment to this Committee Charter shall be approved by the Board of Trustees.
Special Concerns Committee Charter
I. GENERAL PURPOSE
The Special Concerns Committee (SCC) shall primarily be a recommendatory body to the Board of Trustees (BOT) on policies, specific strategies, priorities, standards and initiatives regarding existing and arising issues and concerns affecting PSSLAI considered as special concern. A special concern pertains to any internal and external issue that is not directly actionable by other existing Board Committees such that it is highly uncommon or has unique requirements but will highly impact the Association’s mission and vision. It shall regularly provide adequate information regarding peculiar significant issues that will enable the BOT to make well-informed decisions.
II. COMPOSITION
The SCC shall consist of at least three (3) members from the Board of Trustees, nominated and appointed every three (3) years, or may be reorganized as deemed necessary by the Board of Trustees.
The Chairman of the Risk Oversight Committee shall also be a member of the Special Concerns Committee.
The Committee Secretary is the Executive Assistant to the Board under the Office of the Corporate Secretary Office or, in her absence, the Corporate Secretary may designate an alternate.
III. QUALIFICATIONS
The Members of the SCC shall possess the same qualifications and none of the disqualifications as prescribed by Securities and Exchange Commission (SEC) and the Bangko Sentral ng Pilipinas (BSP). In addition, they must possess the following qualifications set by the Board of Trustees:
Respectable reputation with the PNP or BFP hierarchies;
Masteral Degree preferably in the fields of Accounting, Management, Business Administration, Finance or its equivalent;
Able to demonstrate financial, legal and business acumen through previous experiences;
Must be free from any conflict of interest that may impair the Trustee’s ability to make consistent and fair decisions in the best interests of the Association.
2. Further, a Trustee must demonstrate the following set of skills and personality traits:
INTEGRITY – must be able to act in a manner that will sustain and improve trust to reinforce the Association’s reputation and brand.
KNOWLEDGE OF GOVERNANCE – must have the experience as a leader in any organization of similar interests or strategic level with track record of preparing for and contributing to meetings, discussions and oversight in a lead role. Further, he must have the ability to readily distinguish between governance and operational matters as well as better understanding of risk management.
COLLABORATIVE SKILLS - must be able to demonstrate ability to perform effectively as part of a team of the Board to help achieve expected Board performance. This includes effective negotiation skills, ability and willingness to build consensus, strong conflict management skills and willingness to accept and support Board decisions.
COMMUNICATIONS – must have the ability to convey information during Board meetings effectively and efficiently by justifying viewpoints with logic, facts and figures as well as by listening effectively.
BUSINESS ACUMEN – must have the experience in dealing with general business matters or understanding of complex business situations.
INDEPENDENCE – must have sense of impartiality and freedom from influence by any factors other than the interest of the members of the Association.
KNOWLEDGE ON LEGISLATION AND STANDARDS – must be familiar with relevant legislations, policies and standards applicable to Savings and Loan Industry.
3. The members of the Committee shall be provided with necessary professional education/training relevant to the operations of the Association, including the annual continuing training on relevant topics of at least eight (8) hours.
4. Any member of the Committee who has been absent or who has not participated, for whatever reason, in more than fifty percent (50%) of all meetings cumulatively during a given period, both regular and special, shall be removed for cause and disqualified for reappointment in the succeeding election, except that if the Chairman certifies that said member was given the agenda for the meeting and their comments/discussions thereon were taken up in the meeting, said member shall be considered present in the meeting. This disqualification applies only for purposes of the immediately succeeding election.
IV. MEETINGS
The Committee meets quarterly unless there is a compelling need to meet as frequently as deemed necessary. The Committee Chairperson may call for a special meeting as may be necessary subject to the approval of the Chairman of the Board.
The Committee Chairperson shall preside at each meeting, and in his absence, another member of the Committee shall be designated by the Committee Chairperson as Acting Chair.
A quorum shall comprise of majority of the members of the Committee. Voting on Committee matters shall be on one member – one vote basis. Majority vote of all Members present shall constitute an official action of the Committee.
The Members of the Committee shall attend its meetings in person or through teleconferencing and videoconferencing conducted in accordance with the rules and regulations of the SEC in such a manner that will allow the Member who is taking part in said meetings to actively take part in the deliberations on matters taken up therein, except when justifiable causes prevent his attendance to ensure that the quorum requirement will be met.
The agenda for the meetings shall be set under the direction of the Committee Chairperson. The notice and agenda of the meeting shall be furnished to the Members at least three (3) days before the scheduled meeting and shall include briefing and/or background materials as appropriate. Any member may recommend or suggest any other relevant topics that may be discussed by the Committee.
The Secretary shall keep a systematic record of minutes of the meeting, briefing packages and other relevant documents related to the agenda discussed and approved. The minutes shall be circulated in draft form to all Committee Members and shall be considered for approval by the Committee at a subsequent meeting. The Chairperson shall report the Committee’s actions, recommendations, or findings to the Board at the next regularly scheduled meeting following a Committee meeting.
The Committee may invite any officer, employee or any external party with competence/expertise to attend its meeting as it deems necessary. To maximize effectiveness and support an atmosphere that allows frank discussion of sensitive matters, the Committee must limit attendance to those who can make meaningful contributions to agenda topics.
The Committee shall ensure that follow-up actions during previous committee meetings are properly addressed and monitored.
V. DUTIES AND RESPONSIBILITIES
The SCC shall assist the BOT regarding specific strategies, priorities, policies and standards on special concerns, in compliance with laws, rules and regulations, and the Association’s Bylaws, by:
Overseeing the proper implementation of response plans and set of procedures for special concerns aligned with the Association’s business strategy or processes;
Addressing deviations of stakeholders from existing policies;
Contributing effective measures to help sustain and/or enhance the Association’s reputation and corporate brand;
Forging strong corporate relationship with key internal and external stakeholders; and
Performing any other tasks as may be directed by the BOT.
VI. REPORTING
The SCC shall report to the Board on matters taken up by the Committee.
VII. CHARTER AMENDMENTS
The Committee shall from time to time assess the adequacy of this Charter. Any amendment to this Committee Charter shall be approved by the Board of Trustees.
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