Corporate Governance Committee Charter



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.


  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.


  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. 


  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.


  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.


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.


      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.