Corporate Governance

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.

 

 

BOARD CHARTER

PUBLIC SAFETY SAVINGS AND LOAN ASSOCIATION, INC. (PSSLAI) 

I. 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.

A. 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.

  1. 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. 

      2. Qualifications for or Disqualifications from Trusteeship

                 2.1.  Qualifications of a Trustee

      1. Must be a Member in good standing with the Association for at least five (5) years.
      2. 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.
      3. Must have completed the Professional Directors Program or its equivalent.
      4. Independent trustees preferably should have background and relevant experience in finance, information technology, audit, and/or risk management.
      5. 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:

      1. 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”;
      2. Final determination of administrative liability for any offense involving fraudulent acts;
      3. 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);
      4. Conviction by a foreign court or equivalent foreign regulatory authority for acts, violations or misconduct similar to those enumerated in (a) and (b) hereof;
      5. Conviction by final judgment of the court for violation of banking/quasi-banking/NSSLA laws, rules and regulations;
      6. Those judicially declared insolvent, spendthrift or incapacitated to contract;
      7.  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
      8. 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

      1. 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.
      2. Such other grounds for temporary disqualification and removal as prescribed by pertinent laws and regulations. 

      3. Duties and Responsibilities of the Board of Trustees

    1.  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.
    2. 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.
    3. 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.
    4. Keep board authority within the powers of the institution as prescribed in the Articles of Incorporation, By-Laws and existing laws, rules, and regulations.
    5. 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.
    6. 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.
    7. Oversee the implementation of risk governance framework, the system of checks and balances, and the establishment of a sound corporate governance framework.
    8. 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.
    9. 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.
    10. 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.
    11. 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.
    12. 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.
    13. 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.
    14. 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.
    15. 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.
    16. Encourage environmental concern, sustainability and social responsibility among members, stakeholders and employees. The corporate governance proactive culture begins at the Board level.
    17. 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.
    18. 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.
    19. 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.

B. 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.

  1. 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.

C. 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).

D. 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.

E. 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 

    1. 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.
    2. 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.

 

 II.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) 

  1. 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.
  2. 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.
  3. 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.
  4. The Chairman of the Committee must not be the Chairman of the Board or of any other board-level committee.
  5. 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)

  1. 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.
  2. 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.
  3. 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) 

  1. 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.
  2. 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.
  3. The Chairman of the ROC shall not be the Chairman of the Board or any of another board-level committee.
  4. The members of the committee must have adequate knowledge of risk management framework and practices.

E. Membership Committee (Membership Com)

  1. 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.
  2. 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)

  1. 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.
  2. 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.
  3. The Committee shall be composed of at least three (3) members of the Board of Trustees.

G. Information Technology Committee (ITC)

  1. 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.
  2. 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)

  1. 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.
  2. It shall consist of at least three (3) members from the Board of Trustees.

 

III. 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.

 

IV. BOARD INDEPENDENCE

A. Independent Trustee (IT) 

  1. Composition

             1.1.  At least twenty percent (20%) of the total number of the members of the Board shall be independent trustees.

      2. 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

  1. 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.
  2. 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.
  3. 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.
  4. 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.
  5. 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.
  6. 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 

  1. 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.
  2. The Corporate Governance Committee shall prepare and periodically review the assessment form regarding compliance with best governance practices and principles.
  3. 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.
  4. 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.
  5. 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.

  1. 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 Vendor                                    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.

  1. 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:

      1. Supplies or is attempting or applying to supply goods or services to the Association.
      2. Supplies or is attempting to supply goods, services or information to an entity in competition with the Association.
      3. By virtue of his office, acquires or is attempting to acquire for himself a business opportunity which should belong to the Association.
      4. Is offered or receives consideration for delivering the Association’s business to a third party.
      5. 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. 

  1. 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.

      1. 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.
      2. 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.
  1. Notification of Trusteeship

          Trustees shall notify the Association’s board where he/she is an incumbent trustee before accepting a trusteeship in another Association.

  1. 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. 

  1. Duties to Stakeholders

                  10.1.   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. 

  1. 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. 

  1. 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 AND AUTHORITY

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:

    1. Recommend to the Board the appointment of any registered public accounting firm and oversee the work performed by the contracted firm;
    2. Resolve any disagreements between Management and the auditor regarding financial reporting;
    3. Pre-approve all audit and non-audit services;
    4. Retain independent counsel, accountants, or other professionals to advise the Committee or assist in the conduct of an audit;
    5. Seek any information from employees (all of whom are directed to cooperate with the Committee's requests) or external parties; and
    6. Invite Association’s Officers, external auditors, or outside counsel as a resource person if necessary.

II. COMPOSITION 

    1. 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.
    2. Majority of the members of the Committee, including the Chairperson, shall be independent trustees.
    3. The Association’s Corporate Secretary shall be the Secretary of the Committee.
    4. The Committee may also invite Resource Person/s from the Management and employees who shall act as subject matter experts (SME) and provide comprehensive and reliable information to be used by the members of the Committee for their deliberation and decision-making.
    5. The Chairperson of the Committee or any of its Members may be removed from office only by the Board. Should any vacancy arise, the Board shall appoint a new Member in order to meet the required composition of the Committee.

III. QUALIFICATIONS

  1.  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:
    1. Must have a Masteral Degree preferably in the field of Accounting, Management, Business Administration, Finance or its equivalent;
    2. Must be financially literate and with a degree or experience in accounting, financial management or other similar fields;
    3. Must be a graduate of the Professional Director’s Program of the Institute of Corporate Directors (ICD) or equivalent program providers accredited by BSP/SEC;
    4. Must have good leadership experience at a strategic or policy making level in a corporate, government or non-profit organization;
    5. Must be able to demonstrate financial, legal and business literacy through previous experiences;
    6. Must have a sufficient understanding of generally accepted accounting principles and financial statements, internal controls and procedures for financial reporting, and audit functions;
    7. Must have demonstrated that they have sufficient time and availability to fulfill the responsibilities of a member;
    8. Must have a reputation for ethical behaviour both personally and professionally; and
    9. 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.
  1. In addition to the mandatory qualifications, a Trustee must demonstrate the following set of skills and personality traits:
    1. INTEGRITY – must be able to act in a manner that will sustain and improve trust to reinforce the Association’s reputation and brand.
    2. 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.
    3. 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.
    4. 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.
    5. BUSINESS ACUMEN – must have the experience in dealing with general business matters or understanding of complex business situations.
    6. INDEPENDENCE – must have sense of impartiality and freedom from influence by any factors other than the interest of the members of the Association.
    7. KNOWLEDGE ON LEGISLATION AND STANDARDS – must be familiar with relevant legislations, policies and standards applicable to Savings and Loan Industry.
  1. 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.
  1. 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 

  1. The Committee shall meet once a month at least one week prior to the Board Meeting. The Committee Chairperson may call for one (1) special meeting a month as may be necessary.
  2. 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.
  3. 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.
  4. 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.
  5. The Chairperson shall direct the Secretary to prepare the agenda and related background information for each meeting. The agenda shall be reviewed and approved by the Chairperson prior to distribution. Members must receive the detailed Agenda along with briefing and/or background materials at least one (1) week before the scheduled meeting. Any member may recommend or suggest any other topics that may be discussed by the Committee.
  6. The Committee may invite members of Management, auditors or others to attend meetings and provide pertinent information as it deems 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.
  7. The Secretary shall attend and record all meetings. The minutes of the meeting shall be signed by the Secretary and circulated to all members of the Committee and other personnel as directed by the Chairperson.
  8. Matters taken up in meetings of the Committee shall be reported to the Board of Trustees at its next regular meeting.
  9. The Committee must also conduct consultations throughout the year to provide the Chairperson with better insights into the issues the Association is dealing with, as well as enable a stronger rapport between the Chairperson and the Audit team.
  10. The Secretary shall keep a systematic record of Minutes of the meetings, briefing packages and other relevant documents related to the Agenda discussed and approved.
  11. 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:

  1. Financial Statements
    1. 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.
    2. Review with Management and the External Auditors the results of the audit, including any difficulties encountered.
    3. Review the annual financial statements, and consider whether they are complete, consistent with information known lo Committee members, and reflect appropriate accounting principles.
    4. Review other sections of the annual report and related regulatory filings before release and consider the accuracy and completeness of the information.
    5. Review with Management and the External Auditors all matters required to be communicated to the Committee under Generally Accepted Auditing Standards.
    6. Understand how Management develops interim financial information, and the nature and extent of internal and external auditor involvement.
    7. Review interim financial reports with Management and the External Auditors before filing with regulators, and consider whether they are complete and consistent with the information known to Committee members.
  1. Risk Management Process
    1. Obtain information about training in and an understanding of risk management in order to acquire the knowledge necessary to adequately evaluate the risk management process.
    2. Ensure that the Association has a comprehensive policy on evaluating risk management.
    3. Evaluate the effectiveness of the Association's risk management process, including risks of information technology systems.
    4. Reviews Management’s reports on Management’s self-assessment of risks and the mitigations of these risks.
    5. Understand the scope of Internal Auditor's and External Auditor’s review of risk management over financial reporting.
    6. Understand the scope of Internal Auditor’s review of risk management over other processes, and obtain reports on significant findings and recommendations, together with Management’s responses.
    7. Understand the scope of any other External Auditor’s or consultant’s review of risk management.
  1. Internal Control Process
    1. Consider the effectiveness of the Association's internal control processes, including information technology security and control.
    2. Understand the scope of Internal and External Auditors' review of internal control over financial reporting, and obtain reports on significant findings and recommendations, together with Management's responses.
  1. Internal Audit Process
    1. Review with Management and the Internal Audit Head the charter, activities, staffing, and organizational structure of the Internal Audit Department.
    2. Recommend to the Board the approval of the Audit Plan and all major changes to the plan.
    3. Ensure there are no unjustified restrictions or limitations, and review and concur in the appointment, replacement, or dismissal of the Internal Audit Head.
    4. At least once a year, review the performance of the Internal Audit Head and concur with his/her annual compensation or salary adjustment.
    5. Review the effectiveness of the Internal Audit Department, including compliance with The Institute of Internal Auditors’ International Professional Practices Framework for Internal Auditing consisting of the Definition of Internal Auditing, Code of Ethics and the Standards.
    6. The Audit Committee shall oversee the activities of the Internal Audit Department and shall undertake at least on an annual basis an appraisal of its work, including the review of compliance with the Internal Audit Charter and the Internal Audit Manual. Insights from the Management, External Auditors and the Internal Audit Head shall also be considered.
    7. Grant request of the Internal Audit Head to meet with the Audit Committee in order to discuss the status of the Internal Audit activities.
    8. On a regular basis, meet separately with the Internal Audit Head to discuss any matters that the Committee or Internal Audit believes should be discussed privately.
  1. External Audit
    1. Review the External Auditors' proposed audit scope and approach, including coordination of audit effort with Internal Audit.
    2. Review the performance of the External Auditors, and endorse to the Board of Trustees the final approval on the appointment or discharge of the auditors.
    3. 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.
    4. On a regular basis, meet separately with the External Auditors to discuss any matters that the Committee or auditors believe should be discussed privately.
  1. Engagements with Other External Audit Firms
    1. Recommend to the Board of Trustees the appointment of any other certified public accounting firm contracted by the Association to perform engagements other than the audit of the financial statements.
    2. Oversee the work performed by the certified public accounting firm engaged by the Association.
  1. Compliance Monitoring Process
    1. 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.
    2. Review the findings of any examinations by regulatory agencies, and any observations by auditors.
    3. Review the process for communicating the code of conduct to Association’s personnel, and for monitoring compliance therewith.
    4. Obtain regular updates from Management and Association’s legal counsel regarding compliance matters.
  1. Special Audits and Whistleblower Mechanism
    1. Evaluate through the IAD the effectiveness of the fraud management program, and initiate the performance of a special audit as necessary.
    2. Provide an appropriate confidential mechanism for whistleblowers to provide information on potentially fraudulent financial reporting or breaches of internal control.
  1. Other Responsibilities
    1. Perform other activities related to this Charter as directed by the Board of Trustees.
    2. 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.
    3. Confirm annually that all responsibilities outlined in this charter have been carried out.
    4. Evaluate the Committee's and individual members’ performance on a regular basis.

VI. REPORTING 

The Audit Committee shall:

  1. Report monthly to the Board of Trustees about Committee activities, issues, and related recommendations.
  2. Provide an open avenue of communication between Internal Audit, the External Auditors, and the Board of Trustees.
  3. 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.
  4. Review any other reports the Association issues that relate to Committee responsibilities.
  5. 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 and approve, review and update at least annually or whenever there are significant changes in this Charter and recommend changes thereto to the Board.

Any amendment to this Committee Charter shall be approved by the Board of Trustees.

RISK OVERSIGHT COMMITTEE CHARTER

I. GENERAL PURPOSE AND AUTHORITY

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. In performing its duties, the Committee will maintain effective working relationship with the Board of Trustees and Management.

The Committee shall likewise assist the Board to:

    1. oversee the risk profile and the risk management framework and in formulating policies and procedures relative thereto;
    2. assess the magnitude (impact) and likelihood of these identified risks occurring;
    3. ensure that a proper risk assessment is carried out and that key risks are being managed and monitored effectively;
    4. ensure 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);
    5. ensure that the incentives created by the remuneration system developed by the Board is aligned with the Association’s operating and risk culture, interest and objectives;
    6. provide an open avenue of communication and collaboration with Management to effectively manage risks;
    7. ensure that risk management is communicated across PSSLAI and that a common understanding of the risk management practice is maintained; and
    8. identify emerging risk issues.

Likewise, the Risk Oversight Committee shall have the authority from the Board to:

    1. consult and communicate with Management about risk considerations and relevant measures to mitigate risk;
    2. seek and inspect corporate records, reports and any information it requires from employees and external parties;
    3. obtain outside legal, accounting or other professional consultancy assistance at the Association’s expense; and
    4. investigate any activity within its terms of reference.

II. COMPOSITION

  1. The Risk Oversight Committee shall consist of at least three (3) members from the Board of Trustees majority of whom shall be independent trustees, including the Chairperson, to be nominated and appointed every three (3) years, or may be reorganized as deemed necessary by the Board of Trustees.
  2. The Chairperson of the Committee or any of its Members may be removed from office only by the Board. Should any vacancy arise, the Board shall appoint a new Member in order to meet the required composition of the Committee.
  3. The Corporate Secretary shall be the Secretary of the Committee.
  4. The Committee may also invite Resource Person/s from the Management and employees or external consultants who shall act as subject matter experts (SME) and provide comprehensive and reliable information required by the Committee to be used for deliberation and decision-making.

III. QUALIFICATIONS

  1. 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:
    1. Must have a Masteral Degree preferably in the fields of Accounting, Management, Business Administration, Finance or its equivalent;
    2. Must have adequate knowledge of risk management framework and practices;
    3. Must be a graduate of the Professional Director’s Program of the Institute of Corporate Directors or its equivalent Program Providers accredited by BSP/SEC;
    4. Must have good leadership experience at a strategic or policy making level in a corporate, government or non-profit organization;
    5. Must be able to demonstrate financial, legal and business literacy through previous experiences;
    6. Must have demonstrated that they have sufficient time and availability to satisfy the Trustee’s responsibilities;
    7. Must have a reputation for ethical behaviour both personally and professionally; and
    8. 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.
  1. In addition to the mandatory qualifications, a Trustee must demonstrate the following set of skills and personality traits: 
    1. INTEGRITY – must be able to act in a manner that will sustain and improve trust to reinforce the Association’s reputation and brand.
    2. 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.
    3. 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.
    4. 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.
    5. BUSINESS ACUMEN – must have the experience in dealing with general business matters or understanding of complex business situations.
    6. INDEPENDENCE – must have sense of impartiality and freedom from influence by any factors other than the interest of the members of the Association.
    7. KNOWLEDGE ON LEGISLATION AND STANDARDS – must be familiar with relevant legislations, policies and standards applicable to Savings and Loan Industry.
  1. 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.
  1. All members of the Risk Oversight Committee shall have an adequate understanding of issues related to the Association’s risk exposures and the business environment in which the Association operates. Committee members shall likewise have a working familiarity with risk management principles and practices and capable of making valuable contributions to the Committee.
  1. 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

  1. The Committee shall hold a regular meeting once a month at least one (1) week prior to the Board Meeting. The Committee Chairperson may call for one (1) special meeting a month as may be necessary.
  2. The Chairperson shall preside at each meeting, and in his absence, another member of the Committee shall be designated as acting chair.
  3. 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.
  4. 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.
  5. The Chairperson shall direct the Secretary to prepare the agenda and related background information for each meeting. The agenda shall be reviewed and approved by the Chairperson prior to distribution. Members must receive the detailed Agenda along with briefing and/or background materials at least one week before the scheduled meeting. Any member may recommend or suggest topics that may be discussed by the Committee.
  6. The Risk Management 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.
  7. The Secretary should attend and record all meetings. The minutes of the meeting shall be signed by the Secretary and circulated to all members of the Committee and other personnel as directed by the Chairperson.
  8. The Secretary shall be responsible for the safe-keeping and circulation of the minutes of the meetings to the Committee members. The Secretary shall keep a systematic record of Minutes of the meetings, briefing packages and other relevant document related to the Agenda discussed and approved.
  9. Matters taken up in meetings of the Committee shall be reported to the Board of Trustees at its next regular meeting.
  10. The Committee must also conduct consultations throughout the year to provide the Chairperson with better insights into the issues the Association is dealing with, as well as enable a stronger rapport between the Chairperson and the risk management team.
  11. The Committee shall ensure that follow-up actions during previous committee meetings are properly addressed and monitored.

V. DUTIES AND RESPONSIBILITIES

The basic responsibility of the members of the Committee is to exercise sound business judgment in accordance with the best practices of good corporate governance in the interest of the Association.

The Committee shall have the following core responsibilities:

    1. IDENTIFY AND EVALUATE EXPOSURES - The Committee shall assess the probability of each risk becoming reality and shall estimate its possible effect and cost. Priority areas of concern are those risks that are the most likely to occur and are costly when they happen.
    2. DEVELOP RISK MANAGEMENT STRATEGIES - The Committee shall develop a written plan defining the strategies for managing and controlling the major risks. It shall identify practical strategies to reduce the chance of harm and failure or minimize losses if the risks become real.
    3. EXECUTE AND MONITOR THE RISK MANAGEMENT PLAN - The Committee shall communicate the risk management plan and loss control procedures to affected parties. The Committee shall conduct regular discussions on the Association's current risk exposure based on regular management reports and direct concerned units or offices on how to reduce these risks.
    4. REVIEW AND REVISE THE PLAN AS NEEDED - The Committee shall evaluate the risk management plan to ensure its continued relevancy, comprehensiveness, and effectiveness. It shall revisit strategies, look for emerging or changing exposures, and stay abreast of developments that affect the likelihood of harm or loss. The Committee shall report regularly to the Board of Trustees the entity's over-all risk exposure, actions taken to reduce the risks, and recommend further actions or plans as necessary.

Hereunder are the specific duties and responsibilities of the Risk Management Committee:

    1. Ensure that appropriate risk management system is in place to identify, assess, manage, monitor, review and report risks.
    2. Define the Associations’ risk appetite statement which will be presented to the Board for approval.
    3. Conduct annual review of the risk appetite for validity and recommend changes as necessary.
    4. Oversee the Association’s compliance with the AMLA through regular reporting by the Compliance Department.
    5. Regularly check all ML/TF updates, including Association’s compliance with KYM requirements, risk profiling, monitoring of members’ accounts and transactions, CT and ST reporting, and any other relevant updates on ML/TF risks.
    6. Determine effectiveness of the risk management practices related to Money Laundering and Terrorist Financing prevention, Risk Assessment, AML Monitoring System, Risk-based and tiered customer identification and updating of records, and Compliance Testing and report the same to the Board of Trustees.
    7. Review the incentives created by the remuneration system to ensure that risk, capital and the likelihood and timing of earnings have been considered in its development.
    8. Review the remuneration and other incentives policy as well as its implementation and the processes involved and ensure that these are aligned with the Association’s objectives.
    9. Require reports from Management about information on risk exposures and risk management activities
    10. Ensure that the employment and/or separation of the Chief Risk Officer shall be upon the recommendation of the Risk Oversight Committee to the Board.
    11. Oversee the mandate of the Chief Risk Officer.
    12. Review and recommend to the Board the Management’s proposed aggregate loss limit targets for various risk categories and ensure that whenever limits are breached, immediate actions to correct them are taken.
    13. Review and recommend risk measurement methodology and assumptions.
    14. Monitor the Association’s preparations and implementation of industry requirements with respect to risk management issues.

VI. REPORTING

Every regular Board meeting, the Risk Oversight Committee shall update the Board of Trustees about the activities of the Committee and make appropriate recommendations on any significant impact on the risk conditions of the Association.

VII. CHARTER AMENDMENTS

The Committee shall from time to time assess the adequacy of this Charter and approve, review and update at least annually or whenever there are significant changes in this Charter and recommend changes hereto to the Board.

Any amendment to this Committee Charter shall be approved by the Board of Trustees.

CORPORATE GOVERNANCE COMMITTEE CHARTER 

I. GENERAL PURPOSE AND AUTHORITY

The PSSLAI Corporate Governance Committee (the “Committee”) is constituted by the Board of Trustees (the “Board”) and is in charge of assisting the Board in fulfilling its corporate governance responsibilities. The Committee shall serve the following purposes:

  1. Oversee the development and implementation of corporate governance principles and policies;
  2. Review and evaluate the qualifications of the persons nominated to the Board as well as those nominated to other positions requiring appointment by the Board;
  3. Review the qualifications of persons nominated to become members of the Board and/or the Board Committees and shall recommend a succession plan for the board members and senior management;
  4. Assist the Board in making an assessment of the Board’s effectiveness in the process of replacing or appointing new members of the Board and/or Board Committees;
  5. Assist the Board in developing and implementing the Board’s performance evaluation process and rating system that constitute a powerful and valuable feedback mechanism to improve board effectiveness, maximize strengths and highlight areas for further development;
  6. Ensure allocation of sufficient time, budget and other resources for the continuing education of trustees, and draw on external expertise as needed;
  7. Ensure the effective implementation of an orientation program for newly-elected trustees and an annual continuing training on relevant topics;
  8. Oversee the periodic evaluation of contribution and performance of the Association’s board of trustees and board-level committees;
  9. Oversee the remuneration and other incentives policy and ensure that this 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;
  10. Work closely with the Risk Oversight Committee in evaluating the incentives created by the remuneration system; and
  11. Perform such other functions as directed by the Board.

II. COMPOSITION

  1. The Committee shall be composed of at least three (3) members of the Board of Trustees, majority of who shall be independent Trustees including the Chairperson, nominated and appointed every three (3) years, or may be reorganized as deemed necessary by the Board of Trustees.
  2. The Corporate Secretary shall be the Committee Secretary.
  3. The Committee may also invite Resource Person/s from the Management and employees who shall act as subject matter experts (SME) and provide comprehensive and reliable information required by the Committee to be used for their deliberation and decision-making.
  4. The Chairperson of the Committee or any of its Members may be removed from office only by the Board. Should any vacancy arise, the Board shall appoint a new Member in order to meet the required composition of the Committee.

III. QUALIFICATIONS

  1. The Chairperson of the Committee shall be an independent Trustee.
  2. 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:
    1. The independent trustees preferably have background and relevant experience in finance, information technology, audit and/or risk management;
    2. Must have completed a Masteral Degree preferably in the fields of Accounting, Management, Business Administration, Finance or its equivalent;
    3. Must be a graduate of the Professional Director’s Program of the Institute of Corporate Directors or equivalent program providers accredited by BSP/SEC;
    4. Must have a good leadership experience at a strategic or policy-making level in a corporate, government or non-profit organization;
    5. Must be able to demonstrate financial, legal and business literacy through previous experiences;
    6. Must have demonstrated that they have sufficient time to fully carry out the Trustee’s responsibilities;
    7. Must have a reputation for ethical behavior both personally and professionally; and
    8. 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:

    1. INTEGRITY – must be able to act in a manner that will sustain and improve trust to reinforce the Association’s reputation and brand.
    2. 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.
    3. 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.
    4. 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.
    5. BUSINESS ACUMEN – must have the experience in dealing with general business matters or understanding of complex business situations.
    6. INDEPENDENCE – must have sense of impartiality and freedom from influence by any factors other than the interest of the members of the Association.
    7. KNOWLEDGE ON LEGISLATION AND STANDARDS – must be familiar with relevant legislations, policies and standards applicable to Savings and Loan Industry.
  1. 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.
  1. The members of the Committee who have been absent or who have not participated for whatever reason in more than fifty percent (50%) of all meetings, and Members who failed to physically attend for whatever reasons in at least twenty-five percent (25%) of all meetings during the year, shall be disqualified for reappointment in the succeeding election, except that if the Chairperson certifies that said members were given the agenda for the meeting and their comments/discussions thereon were taken up in the meeting, said Members shall be considered present in the meeting. 

IV. MEETINGS

  1. The Committee shall meet once a month at least one week prior to the Board meeting. The Committee Chairperson may call for one (1) special meeting per month as may be necessary.
  2. 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.
  3. 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.
  4. 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.
  5. 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 one week 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.
  6. 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.
  7. 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.
  8. The Committee shall ensure that follow-up actions on previous committee meetings are properly addressed and monitored.

V. DUTIES AND RESPONSIBILITIES

  1. Board and Committee Structure and Composition

         The Committee is responsible for making recommendations to the Board with respect to the appropriate structure and composition of the Board and its Committees to fulfill their functions               and comply with all legal requirements. In so doing, the Committee shall:

    1. develop and, where appropriate, recommend to the Board for approval corporate governance guidelines aimed at fostering high standards of corporate governance;
    2. with a view to facilitating effective and independent decision-making, recommend to the Board criteria for the composition of the Board and its Committees, including total size, and the number of Management Trustees on the Board;
    3. recommend to the Board criteria for the tenure of Trustees such as retirement age, health and assumption of responsibilities incompatible with being a Trustee;
    4. recommend to the Board each year the nomination and election of Board members to each of the Board Committees, and where a vacancy occurs at any time in the membership of any Committee, recommend to the Board a member to fill such vacancy; and
    5. recommend to the Board the appointment of Committee Chairperson having regard to such attributes including competence, dedication and leadership skills essential to effective Chairmanship.

       2. Nomination, Resignation and Removal of Trustees

          The Committee is responsible for making recommendations to the Board with respect to the nomination process for the Trustees of the Association including:

    1. regularly assessing what competencies and skills the Board and its Committees should possess in light of the opportunities and risks facing the Association, other Board succession planning considerations and other needs of the Board and its Committees;
    2. recommending criteria for the selection of new Trustees based on these assessments and ensuring that the minimum qualifications prescribed by laws, rules and regulations and the Association’s by-laws are satisfied;
    3. regularly assessing the competencies and skills of existing Trustees and potential candidates for membership on the Board;
    4. based on the above assessments, identifying candidates for membership on the Board and reviewing their qualifications and considering, among other things, whether each candidate can devote sufficient time and attention to the affairs of the Association and whether each candidate can attend and actively participate in board and committee meetings;
    5. recommending the Trustee candidates to be nominated for election by the Members every three (3) years, and recommending candidates to fill vacancies on the Board that occur between annual meetings of Members (resulting from either departures of Trustees or increases in the number of Trustees);
    6. satisfying itself that the Board and its Committees, as applicable, are in compliance with all regulatory composition requirements;
    7. considering the Trustees’ resignations and making recommendations to the Board whether to accept such resignations, including consideration of the best interests of the Association and its members;
    8. assess whether or not a Trustee is able to and has been adequately carrying out his duties as Trustee bearing in mind the Trustees’ contribution and performance (e.g. competence, candour, attendance, preparedness, and participation); and
    9. Recommending the removal of a Trustee in extraordinary circumstances. 
  1. Director Orientation and Education

          The Committee is responsible for overseeing the establishment of and monitoring an orientation program for new trustees and continuing education for trustees, including oversight of:

    1. An orientation and education program for new Trustee/s, including the role of the Board and its Committees; and
    2. 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.

          The Committee shall also serve as a resource for the Board for on-going education about Trustee’s duties and responsibilities. 

  1. Board, Committee, Committee Chairperson, Chair of the Board, and Individual Trustee’s Assessment and Evaluation
    1. The Committee is responsible for establishing and facilitating an effective process for the on-going evaluation of the Board, its Committees, Committee Chairperson and the Chair of the Board, which takes into account their respective mandates and the on-going assessment of the contribution of individual Trustees.
    2. The Committee shall facilitate a semi-annual evaluation by the Trustees on the effectiveness of the Board, Committees, Committee Chairperson and Chair of the Board, and shall report to the Board the results of the annual evaluation process and, based on those results, recommend any action plans that the Committee considers appropriate.
    3. It shall also review the Charters of the Board, its Committees, Committee Chairperson and Chair of the Board, and similar governance documents, and recommend to the Board amendments as deemed necessary and advisable; and review the By-laws of the Association to determine and make recommendations of any amendments as may be necessary.
  1. Remuneration and Incentives Policy

         The Committee is responsible for overseeing the design and operation of the remuneration and other incentives policy, reviewing and making recommendations, at least annually, to the                     Board regarding the adequacy and form of compensation of the Trustees of the Association and working closely with the Risk Oversight Committee in evaluating  the incentives created. 

  1. Communications 

         The Committee is responsible for:

    1. reviewing and approving the Association’s overall communications and disclosure policies and practices, including the Association’s Disclosure Policy, and overseeing the Association so that it communicates effectively with its members, other interested parties and the public in accordance with all applicable laws or regulations to which the Association is subject;
    2. assessing the merits of any member’s suggestions submitted to the Association and recommending to the Board responses thereto and other related issues; and
    3. recommending to the Board the Association’s public disclosure of its corporate governance practices and guidelines. 
  1. Business Conduct and Ethical Behavior

         The Committee shall review and, where appropriate, approve policies and amendments thereto in respect of ethical personal and business conduct at the Association, including the Complaint-Handling and Disclosure of Information to Customers Policy, Code of Conduct and Ethics and the conflicts of interest procedures included therein, policies and procedures for whistleblowing, and Background Checks on trustees and senior management Policy. The Committee shall provide oversight in respect of such policies and procedures to establish a framework for a culture of integrity and compliance throughout the Association. 

  1. General

         The Committee has the following additional general duties and responsibilities:

    1. reviewing and assessing the adequacy of this Charter at least annually and submitting this Charter to the Board for approval upon amendment;
    2. keeping abreast of the latest regulatory requirements, trends and guidance, in corporate governance and updating the Board on corporate governance issues as necessary;
    3. reviewing, evaluating and responding whenever considered appropriate to reports or position papers on the subject of corporate governance;
    4. monitoring compliance of the submission of required documents on the scope, nature and extent of the actions taken to meet the requirements of the regulatory bodies such as the SEC and BSP;
    5. conducting an annual evaluation of the Committee to assess its contribution and effectiveness in fulfilling its mandate;
    6. maintaining minutes or other records of meetings and activities of the Committee; and
    7. performing such other duties as may be required by the Board.

VI. REPORTING

The Committee shall report monthly to the Board. Minutes of meetings of the Committee which specify opinions and official actions of the Committee on various matters, shall be disclosed to the Board of Trustees.

VII. CHARTER AMENDMENTS

      The Committee shall from time to time assess the adequacy of this Charter and approve, review and update at least annually or whenever there are significant changes in this Charter and recommend changes thereto to the Board.

     Any amendment to this Committee Charter shall be approved by the Board of Trustees.

MEMBERSHIP COMMITTEE CHARTER

I. GENERAL PURPOSE AND AUTHORITY

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:

  1. Consult and communicate with management about members’ concerns with the end of continuously improving the Association’s products, services and benefits and timely addressing any issues that may affect membership recruitment, retention and growth;
  2. Recommend to the Board of Trustees membership recruitment, marketing and retention plans;
  3. 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
  4. Perform such other functions relating to membership as may be delegated to it by the Board of Trustees.

II. COMPOSITION

  1. The Committee shall be composed of at least three (3) members of the Board of Trustees, including the Chairperson. They shall be nominated and appointed every three (3) years, or may be reorganized as deemed necessary by the Board of Trustees.
  2. The Corporate Secretary shall be the Committee Secretary.
  3. The Committee may also invite Resource Person/s from the Management and employees who shall act as subject matter experts (SME) and provide comprehensive and reliable information required by the Committee to be used for their deliberation and decision-making.
  4. The Chairperson of the Committee or any of its Members may be removed from office only by the Board. Should any vacancy arise, the Board shall appoint a new Member in order to meet the required composition of the Committee.

III. QUALIFICATIONS

  1. The Chairperson of the Committee shall be an independent Trustee.
  1. 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:
    1. Must have completed a Masteral Degree preferably in the fields of Accounting, Management, Business Administration, Finance or its equivalent;
    2. Must be a graduate of the Professional Director’s Program of the Institute of Corporate Directors or equivalent program providers accredited by BSP/SEC;
    3. Must have a good leadership experience at a strategic or policy making level in a corporate, government or non-profit organization;
    4. Must be able to demonstrate financial, legal and business literacy through previous experiences;
    5. Must have demonstrated that they have sufficient time to fully carry out the Trustee’s responsibilities;
    6. Must have a reputation for ethical behavior both personally and professionally; and
    7. 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:

    1. INTEGRITY – must be able to act in a manner that will sustain and improve trust to reinforce the Association’s reputation and brand.
    2. 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.
    3. 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.
    4. 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.
    5. BUSINESS ACUMEN – must have the experience in dealing with general business matters or understanding of complex business situations.
    6. INDEPENDENCE – must have sense of impartiality and freedom from influence by any factors other than the interest of the members of the Association.
    7. KNOWLEDGE ON LEGISLATION AND STANDARDS – must be familiar with relevant legislations, policies and standards applicable to Savings and Loan Industry.
  1. 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.
  1. 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

  1. 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.
  2. 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.
  3. 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.
  4. 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.
  5. The agenda for the meetings shall be set under the direction of the Committee Chairman. The notice and agenda of the meeting shall be furnished to the Members one week 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.
  6. 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.
  7. 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.
  8. 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 plans, programs, policies and affairs pertaining to members and membership with the Association. In so doing, it shall:

  1. Recommend strategies to gradually increase membership and retain current members in line with the sustainability goals of the Association;
  2. Periodically evaluate membership eligibility to possibly augment membership base while ensuring that members accepted are within the “well-defined” group in accordance with the law and the Association’s by-laws;
  3. Assess the barriers to recruitment, ensure that the Association remains responsive to membership issues and concerns and develop recommendations to enhance new membership applications;
  4. Provide guidance on the conduct of market studies and the development of research instruments that will elicit substantial information from members and prospective members and effectively assess the market’s needs and opinions;
  5. Provide guidance on information dissemination to ensure that members get accurate and timely information on matters brought to their attention for consideration or approval;
  6. Periodically review the membership manual, including all other membership policies, and recommend changes and improvements as may be necessary;
  7. Recommend and provide guidance on orientation and seminars given to existing and new members that will enhance and add value to membership;
  8. Recommend policies that will ensure effective member participation in meetings and that members entitled to vote are well-informed of the rules and procedures especially those governing the election of trustees and oversee the implementation thereof;
  9. Recommend policies that promote the rights of the members, remove impediments to the exercise of those rights, and provide an adequate avenue for them to seek timely redress for breach of their rights and oversee the implementation thereof;
  10. Ensure that all members are aware and abreast of the Association’s products, services, benefits and corporate social responsibility activities and programs;
  11. Recommend policies that promote fair, equitable and impartial treatment of members;
  12. Recommend and provide guidance on the adoption and implementation of a consumer protection program;
  13. Perform such other functions which may be exercised by the Committee not inconsistent with the by-laws and applicable laws, rules and regulations and approved by the Board.

VI. REPORTING

Every regular Board meeting, the Committee shall report to the Board including updates of activities and projects of the Committee and/or other significant issues to enable the Board to make well-informed decisions on matters handled by the Committee. Minutes of meetings of the Committee which specify opinions and official actions of the Committee on various matters, shall be disclosed to the Board of Trustees.

VII. CHARTER AMENDMENTS

The Committee shall from time to time assess the adequacy of this Charter and approve, review and update at least annually or whenever there are significant changes in this Charter and recommend changes thereto to the Board.

Any amendment to this Committee Charter shall be approved by the Board of Trustees.

EXECUTIVE COMMITTEE CHARTER

I. GENERAL PURPOSE AND AUTHORITY

The PSSLAI Executive Committee (the “Committee”) is constituted by the Board of Trustees (the “Board”) for the following purposes:

    1. 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. 
    2. 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;
    3. 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;
    4. Oversee the management of the affairs of the Association and ensure proper discharge of management functions;
    5. Oversee the implementation of the Association’s strategic initiatives to achieve corporate objectives;
    6. 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;
    7. 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;
    8. Exercise direct supervision over the Business Analytics, Continuity and Actuarial Risk Department and Quality Assurance Office;
    9. Decide on the composition of the Crisis Management Team and their specific responsibilities and shall provide guidance as necessary;
    10. Assist the Board in the monitoring of the Business Continuity Management program implementation;
    11. Oversee the selection of key members of senior management, including movements/promotions;
    12. Oversee the periodic evaluation of contribution and performance of the Association’s senior executives, officers and rank-and-file;
    13. Conduct performance appraisal of all senior executives and officers and assist the Board in overseeing the development and implementation of professional development programs for senior management and officers; and
    14. Perform such other functions which may be exercised by the Committee not inconsistent with the by-laws and applicable laws, rules and regulations.
  1.  

II. COMPOSITION

  1. 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. No 2 deleted
  2. The Corporate Secretary shall be the Committee Secretary.
  3. The Committee may also invite Resource Person/s from the Management and employees who shall act as subject matter experts (SME) and provide comprehensive and reliable information required by the Committee to be used for their deliberation and decision-making.
  4. The Chairman of the Committee or any of its Members may be removed from office only by the Board. If there arises any vacancy in the Committee, the Board shall appoint a new Member in order to meet the required composition of the Committee.

III. QUALIFICATIONS

  1. The Chairman of the Board shall be the Chairman of the Committee.
  2. 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:

    1. Must have completed a Masteral Degree preferably in the fields of Accounting, Management, Business Administration, Finance or its equivalent;
    2. Must be a graduate of the Professional Director’s Program of the Institute of Corporate Directors or equivalent program providers accredited by BSP/SEC;
    3. Must have a good leadership experience at a strategic or policy making level in a corporate, government or non-profit organization;
    4. Must be able to demonstrate financial, legal and business literacy through previous experiences;
    5. Must have demonstrated that they have sufficient time to fully carry out the Trustee’s responsibilities;
    6. Must have a reputation for ethical behavior both personally and professionally; and
    7. 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:

    1. INTEGRITY – must be able to act in a manner that will sustain and improve trust to reinforce the Association’s reputation and brand.
    2. 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.
    3. 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.
    4. 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.
    5. BUSINESS ACUMEN – must have the experience in dealing with general business matters or understanding of complex business situations.
    6. INDEPENDENCE – must have sense of impartiality and freedom from influence by any factors other than the interest of the members of the Association.
    7. KNOWLEDGE ON LEGISLATION AND STANDARDS – must be familiar with relevant legislations, policies and standards applicable to Savings and Loan Industry.
  1. 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.
  1. 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

  1. 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.
  2. 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.
  3. 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.
  4. 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.
  5. 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.
  6. 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.
  7. 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.
  8. 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:

  1. Regularly meet with senior management to engage in discussions, questions, and critically review the reports and information provided by them;
  2. Examine the acts and transactions of the management and approve or disapprove the same as may be deemed necessary;
  3. 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) effective information security controls and information security policy and standards are in place, and that information security strategies are implemented; 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.
  4. Promulgate major credit policies of the Association;
  5. 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;
  6. Assess and review for approval all proposed policies and procedures;
  7. Approve for confirmation by the Board, all loans, credits, advances or commitments, accommodations and property-related proposals;
  8. Review and assess the Association’s corporate strategy and reporting, including monitoring of sales, marketing and financial performance;
  9. Report to the Board material matters relating to the Association’s operations arising from discussions in the Executive Committee meetings;
  10. 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;
  11. Approve all proposed amendments to the Association’s Money Laundering and Terrorist Financing Prevention Program upon evaluation and assessment of the Risk Oversight Committee;
  12. Evaluate, direct and monitor 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.
  13. Conduct performance appraisal of the Senior Executives and officers to ensure that the approved strategic plans and objectives are implemented by each department/office;
  14. Recommend to the Board relevant and important topics for discussion and/or action and bring forward issues that require Board discussion and/or action;
  15. Recommend issues to be taken up at Board meetings and Committee meetings to ensure timely discussion and decision-making at the Board level;
  16. 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;
  17. Take immediate action in urgent situations and advise the Board on pertinent and pressing matters affecting or that may affect the Association; and
  18. 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 monthly to the Board. Minutes of meetings of the Committee which specify opinions and official actions of the Committee on various matters, shall be disclosed to the Board of Trustees.

VII. CHARTER AMENDMENTS

The Committee shall from time to time assess the adequacy of this Charter and approve, review and update at least annually or whenever there are significant changes in this Charter and recommend changes thereto to the Board.

Any amendment to this Committee Charter shall be approved by the Board of Trustees.

INFORMATION TECHNOLOGY COMMITTEE CHARTER

I. GENERAL PURPOSE AND AUTHORITY

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:

    1. 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;
    2. invite any officer, staff or consultant of the Association as resource person to attend ITC meetings;
    3. study and make recommendations to the Board about any IT matters; and
    4. perform such other powers as may be delegated by the Board.

II. COMPOSITION

  1. 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.
  2. The Chairman of the Committee shall be a non­-executive member of the Board.
  3. The President of the Association who shall represent the business user group shall also be a member of the ITC.
  4. The Chairman of the Committee or any of its Members may be removed from office only by the Board. Should any vacancy arise, the Board shall appoint a new Member in order to meet the required composition of the Committee.
  5. The Head of the IT Group, the Business Systems Development Department and the Information Security Officer (ISO) shall be present in all ITC meetings and report to the ITC any and all IT matters affecting the Association.
  6. The Corporate Secretary shall be the Secretary of the Committee.
  7. The Committee shall also invite Resource Person/s from the Management and employees who shall act as subject matter experts (SME) and will provide comprehensive and reliable information required by the Committee to be used for deliberation and decision-making.

III. QUALIFICATIONS

  1. 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:
    1. Must have a Masteral Degree preferably in the field of Information Technology, Computer Science, Computer Engineering or its equivalent;
    2. Must demonstrate basic knowledge or prior experience in IT operations;
    3. Must be a graduate of the Professional Director’s Program of the Institute of Corporate Directors (ICD) or equivalent program providers accredited by BSP/SEC;
    4. Must have good leadership experience at a strategic or policy making level in a corporate, government or non-profit organization;
    5. Must be able to demonstrate financial, legal and business literacy through previous experiences;
    6. Must have demonstrated that they have sufficient time and availability to satisfy the Trustee’s responsibilities;
    7. Must have a reputation for ethical behaviour both personally and professionally; andMust 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.
  1. In addition to the mandatory qualifications, a Trustee must demonstrate the following set of skills and personality traits:
    1. INTEGRITY – must be able to act in a manner that will sustain and improve trust to reinforce the Association’s reputation and brand.
    2. 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.
    3. 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.
    4. 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.
    5. BUSINESS ACUMEN – must have the experience in dealing with general business matters or understanding of complex business situations.
    6. INDEPENDENCE – must have sense of impartiality and freedom from influence by any factors other than the interest of the members of the Association.
    7. KNOWLEDGE ON LEGISLATION AND STANDARDS – must be familiar with relevant legislations, policies and standards applicable to the savings and loan industry.
  1. 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.
  1. 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

  1. The ITC shall meet once a month at least one week prior to the Board Meeting. The Committee Chairman may call for one (1) special meeting a month as may be necessary.
  2. All meetings shall be held pursuant to the By­laws of the Association.
  3. 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.
  4. 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.
  5. 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.
  6. The Chairman shall direct the Secretary to prepare the agenda and related background information for each meeting. The agenda shall be reviewed and approved by the Chairman prior to distribution. Members must receive the detailed Agenda along with briefing and/or background materials one (1) week before the scheduled meeting. Any member may recommend or suggest topics that may be discussed by the Committee.
  7. The ITC may invite any officer, employee or any external party with competence/expertise in information technology 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.
  8. The Chief Risk Officer (CRO) shall attend ITC meetings as subject matter expert (SME) on emerging risks related to IT.
  9. The Secretary shall attend and record all meetings. The minutes of the meeting shall be signed by the Secretary and circulated to all members of the Committee and other relevant personnel, as directed by the Chairman.
  10. The Secretary shall keep a systematic record of Minutes of the meetings, briefing packages and other relevant document related to the Agenda discussed and approved.
  11. Matters taken up in meetings of the Committee shall be reported to the Board of Trustees at its next regular meeting.
  12. The Committee must also conduct consultations throughout the year to provide the Chairman with better insights into the issues the Association is dealing with, as well as enable a stronger rapport between the Chairman and the IT team.
  13. 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 By­Laws, as follows:

  1. Developing an IT Strategic Plan that is aligned with the Association’s business strategy;
  2. Creating an organization of IT functions that will deliver IT services to the Association’s different departments and offices;
  3. Adopting IT policies and procedures in the following areas;
    • IT Governance/Management;
    • Development and acquisition;
    • IT Operations;
    • Communication Networks;
    • Information Security;
    • Electronic Products and Services; and
    • IT Outsourcing and Vendor Management.
  4. Overseeing the Association’s IT Governance system by monitoring its effectiveness. This involves approving the agreed on mechanisms and assessing the performance of the design in order to rectify the governance setting for its intended objective.
  5. Ensuring an effective IT human resources management plan that meets the requirements for IT and the Association’s departments and offices that it supports;
  6. Ensuring an accurate and timely Management Information System;
  7. Ensuring that policies are in place that will identify, measure, monitor and control IT risks;
  8. Ensuring that policies and procedures are in place to implement IT Controls;
  9. Monitoring IT risks and the effectiveness of established controls through periodic measurement of IT activities, which shall cover among others:
    • Performance vis-­a-­vis Approved IT Strategic Plan;
    • Performance Benchmarks/ Service levels;
    • Quality Assurance/ Quality Control;
    • Policy Compliance; and
    • External Assessment Program.
  10. Ensuring that the following Reports are submitted to the BSP on time:
    • Annual IT Profile;
    • Report on Breach in Information Security;
    • Notification to the CITSG of the BSP of disruption of IT services/operations that resulted to the activation of disaster recovery and business continuity plan;
    • Submittal of requirements to BSP for IT project implementation; and
    • Submittal of requirements for other regulatory bodies. (Resolution No. 279, S. 2020)

VI. REPORTING

Every regular Board meeting, the ITC shall update the Board about the activities of the ITC and make appropriate recommendations 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.

VII. CHARTER AMENDMENTS

The Committee shall from time to time assess the adequacy of this Charter and approve, review and update at least annually or whenever there are significant changes in this Charter and recommend changes thereto to the Board. 

Any amendment to this Committee Charter shall be approved by the Board of Trustees.

SPECIAL CONCERNS COMMITTEE CHARTER 

I. GENERAL PURPOSE AND AUTHORITY

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. 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.

The Special Concerns Committee shall have the authority from the Board to:

  1. consult and communicate with management about existing and arising special concerns, and get reports and/or any information regarding any internal or external issues from management and external sources;
  2. invite any officer, staff or consultant of the Association as a resource person to attend the SCC meetings as subject matter experts (SMEs) and provide comprehensive and reliable information to be used for discussion, deliberation and decision-making;
  3. study and make recommendations to the BOT about any existing or perceived special concerns; and
  4. perform such other powers as may be delegated by the BOT.

II. COMPOSITION 

  1. 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 Committee or any of its Members may be removed from office only by the Board. Should any vacancy arise, the Board shall appoint a new Member in order to meet the required composition of the Committee.
  2. The Chairman of the Committee shall be a nonexecutive member of the Board, nominated and appointed at the discretion of the Board of Trustees.
  3. The Chairman of the Risk Oversight Committee shall also be a member of the Special Concerns Committee.
  4. The Corporate Secretary shall be the Secretary of the Committee.

III. QUALIFICATIONS 

  1. The Members of the SCC must all be trustees who 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:
    1. Must have a Masteral Degree preferably in the fields of Accounting, Management, Business Administration, Finance or its equivalent,
    2. Must be a graduate of the Professional Director’s Program of the Institute of Corporate Directors or its equivalent Program Providers accredited by BSP/SEC,
    3. Must have good leadership experience at a strategic or policy making level in a corporate, government or non-profit organization,
    4. Must be able to demonstrate financial, legal and business literacy through previous experiences,
    5. Must have demonstrated that they have sufficient time and availability to satisfy the Trustee’s responsibilities,
    6. Must have a reputation for ethical behaviour both personally and professionally; and
    7. 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. In addition to the mandatory qualifications, a Trustee must demonstrate the following set of skills and personality traits: 

    1. INTEGRITY – must be able to act in a manner that will sustain and improve trust to reinforce the Association’s reputation and brand.
    2. 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.
    3. 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.
    4. 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.
    5. BUSINESS ACUMEN – must have the experience in dealing with general business matters or understanding of complex business situations.
    6. INDEPENDENCE – must have sense of impartiality and freedom from influence by any factors other than the interest of the members of the Association.
    7. KNOWLEDGE ON LEGISLATION AND STANDARDS – must be familiar with relevant legislations, policies and standards applicable to Savings and Loan Industry.
  1. The members of the Committee shall be provided with necessary professional education/training relevant to the operations of the Association.
  1. 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

  1. The SCC shall hold its regular meeting at least one week prior to the Regular Board Meeting. The Committee Chairman may call for one (1) special meeting a month as may be necessary.
  2. All meetings shall be held pursuant to the By-laws of the Association.
  3. 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.
  4. 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.
  5. 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.
  6. The Chairman shall direct the Secretary to propose the agenda and related background information for each meeting. The agenda shall be reviewed and approved by the Chairman prior to distribution. Members must receive the detailed Agenda along with briefing and/or background materials prior to the scheduled meeting. Any member may recommend or suggest any other relevant topics that may be discussed by the Committee.
  7. The SCC may invite any officer, employee or any external party 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 of resource persons to those who can make contribution to agenda topics.
  8. The Secretary should attend and record all meetings. The minutes of the meeting shall be signed by the Secretary and circulated to all members of the Committee and other personnel as directed by the Chairman. The Secretary shall keep a systematic record of Minutes of the meetings, briefing packages and other relevant document related to the Agenda discussed and approved.
  9. Matters taken up in meetings of the Committee shall be reported to the BOT at its next regular meeting.
  10. The Committee must also conduct consultations throughout the year to provide the Chairman with better insights into the issues the Association is dealing with, as well as enable a stronger rapport between the Chairman and the Management.
  11. 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:

  1. Overseeing the proper implementation of response plans and set of procedures for special concerns aligned with the Association’s business strategy or processes; 
  2. Researching needs in communication and addressing shifts in the attitude of stakeholders, both internal and external;
  3. Contributing effective measures to help sustain and/or enhance the Association’s reputation and corporate brand;
  4. Forging strong corporate relationship with key internal and external stakeholders;
  5. Developing and implementing effective crisis management procedures, monitoring and control mechanisms; and,
  6. Performing all other tasks as may be directed by the BOT.

 VI. REPORTING

The SCC shall update the members of the Board about the activities of the SCC and make appropriate recommendations regarding status of projects or other significant issues to enable the BOT to make well-informed decisions on matters handled by the Committee every regular Board meeting.

VII. CHARTER AMENDMENTS

The Committee shall from time to time assess the adequacy of this Charter and approve, review and update at least annually or whenever there are significant changes in this Charter and recommend changes hereto to the Board.

Any amendment to this Committee Charter shall be approved by the Board of Trustees.