Board Committees

The Board has delegated certain functions to board-level committees to enable more focused and specialized attention on specific areas. Currently, there are eight Board Committees that have been instrumental in setting the tone for the corporate governance practices of the Bank, its subsidiaries and affiliate: Corporate Governance and Sustainability Committee; Board Audit and Compliance Committee; Risk Oversight Committee; Board Oversight RPT Committee; Executive Committee; Trust Committee; Board IT Governance Committee; and Board Strategy and Policy Committee.

• Corporate Governance and Sustainability Committee is tasked to assist the Board in the performance of its corporate governance responsibilities, ensuring compliance with and proper observance of corporate governance principles and global practices. It oversees the implementation of the corporate governance framework and periodically reviews the framework to ensure that it remains appropriate in light of material changes to the Bank’s size, complexity and business strategy, as well as its business and regulatory environments. It is also responsible for ensuring that the Bank has clear & focused policy on disclosure of non-financial information emphasizing on management of economic, environmental, social & governance (EESG) issues, which underpin sustainability.
  

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  Corporate Governance and Sustainability Committee
  
  

  1. Edgar A. Cua* – Chairman
  2. Protacio T. Tacandong** – Vice Chairman
  3. Isabelita M. Papa* – Member
  4. Maria Almasara Cyd N. Tuaño-Amador* – Member
  5. Domingo H. Yap* – Member

  
  
• Board Audit and Compliance Committee is responsible for assisting the Board in the performance of its oversight function relating to financial reporting process, systems of internal control, audit process, and monitoring of compliance with applicable laws, rules and regulations.
  

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  Board Audit and Compliance Committee
  
  

  1. Isabelita M. Papa* – Chairman
  2. Edgar A. Cua* – Vice Chairman
  3. Michael G. Tan – Member

  
  
• Risk Oversight Committee (ROC) assists the Board in overseeing the risk profile and approves the risk management framework of PNB and its related subsidiaries and affiliates. It is mandated to set risk appetite, approve frameworks, policies, plans, programs and processes for managing risk, and accept risks beyond the approval discretion provided to management. ROC has the authority to direct Management to submit regular reports on current risk exposures on credit, market, interest rate, liquidity, operational, legal, compliance, strategic, reputational, technology, sustainability, and other risks as well as to address such risks. It approves or endorses for Board approval the proposed risk policies and procedures, frameworks, plans and programs. ROC has the right to access to all bank’s records and any officer or employee of the bank, as it deems necessary.
  

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  Risk Oversight Committee
  
  

  1. Maria Almasara Cyd N. Tuaño-Amador* – Chairman
  2. Isabelita M. Papa* – Vice-Chairman
  3. Felix Enrico R. Alfiler – Member
  4. Edgar A. Cua* – Member
  5. Chester Y. Luy – Member
  6. Wilfrido E. Sanchez – Member
  7. Vivienne K. Tan – Member
  8. Domingo H. Yap* – Member

  
  
• Board Oversight RPT Committee assists the Board in performing its oversight functions of monitoring and managing potential conflicts of interest of shareholders, Board members, management, and other stakeholders. The Committee oversees the evaluation of related party transactions (RPTs) that present the risk of potential abuse and ensures that the Bank’s RPT policy guidelines are effectively implemented. It exercises sound and objective judgment on the RPTs for the best interest of the Bank and sees to it that the processes and approvals are conducted at arm’s length basis.
  

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  Board Oversight RPT Committee
  
  

  1. Domingo H. Yap* – Chairman
  2. Maria Almasara Cyd N. Tuaño-Amador* – Vice Chairman
  3. Edgar A. Cua* – Member
  4. Eusebio Tan – Non-Executive Director, Member
  5. Atty. Isagani A. Cortes (Chief Compliance Officer) – Non-Voting Member
  6. Ana Lisa I. San Pedro (Chief Audit Executive) – Non-Voting Member

  
  
• Executive Committee is responsible for the review, discussion, approval and/or endorsement to Board, of the following: (a) management proposals on credit facilities; investment in financial assets; and borrowings and capital raising, updates and reports on credit, transactional, administrative and other matters; and (b) policies, procedures, and manuals of products and services other than personnel policies, as proposed or initiated by Management. It also provides oversight and focus on specific areas to ensure long term viability of the Domestic and Foreign Offices/Subsidiaries consistent with the Parent Bank strategic goals.
  

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  Executive Committee
  
  

  1. Florido P. Casuela – Chairman
  2. Lucio C. Tan III – Vice-Chairman
  3. Felix Enrico R. Alfiler – Member
  4. Chester Y. Luy – Member
  5. Sheila T. Pascual – Member
  6. Wilfrido E. Sanchez – Member
  7. Eusebio V. Tan – Member
  8. Michael G. Tan – Member
  9. Vivienne K. Tan – Member
  10. Edgar A. Cua* – Non-Voting Member
  11. Maria Almasara Cyd N. Tuaño-Amador* – Non-Voting Member

  
  
• Trust Committee is primarily responsible for overseeing the fiduciary activities of the Bank. It ensures that fiduciary activities are conducted in accordance with applicable laws, rules and regulations, and prudent practices. The Committee is also responsible for the initial review of assets placed under the custody of the Trust Banking Group in its capacity as trustee or fiduciary; investment, re-investment and disposition of funds or property; and review and approval of transactions between trust and/or fiduciary accounts, among others.
  

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  Trust Committee
  
  

  1. Sheila T. Pascual – Chairman
  2. Wilfrido E. Sanchez – Vice-Chairman
  3. Felix Enrico R. Alfiler – Member
  4. Vivienne K. Tan – Member
  5. Florido P. Casuela – Member, Ex-Officio
  6. Joy Jasmin R. Santos – Member, Ex-Officio

  
  
• Board IT Governance Committee assists the Board in performing its oversight functions of reviewing, approving, and monitoring the IT Risk Management Framework and IT Strategic Plan of PNB. It reviews and endorses for approval of the Board the Enterprise IT Strategic Plans of the Parent Bank, its subsidiaries, and affiliate. The Committee also reviews and monitors significant IT concerns including disruption, cyber security, and disaster recovery to ensure that all key risks are identified, managed and reported to the Board.
  

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  Board IT Governance Committee
  
  

  1. Isabelita M. Papa* – Chairman
  2. Lucio C. Tan III – Vice Chairman
  3. Felix Enrico R. Alfiler – Member
  4. Florido P. Casuela – Member
  5. Chester Y. Luy – Member
  6. Eusebio V. Tan – Member
  7. Vivienne K. Tan – Member
  8. Domingo H. Yap* – Member

  
  
• Board Strategy and Policy Committee is the governing board committee exercising authority and delegating to management the implementation of the board approved strategic plans and policies. The Committee reviews, evaluates, approves and/or endorses for Board approval the following: new products; amendments to product; marketing programs; and policies, procedures and manuals pertaining thereto. It also performs oversight function on the business plans, initiatives, risk and regulatory compliance. Likewise, it reviews the strategic objectives and business priorities, direction, overall plans, and result areas that relate to the thrusts and programs of the Bank.
  

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  Board Strategy and Policy Committee
  
  

  1. Felix Enrico R. Alfiler – Chairman
  2. Edgar A. Cua* – Vice Chairman
  3. Florido P. Casuela – Member
  4. Chester Y. Luy – Member
  5. Isabelita A. Papa* – Member
  6. Sheila T. Pascual – Member
  7. Protacio T. Tacandong** – Member
  8. Wilfrido E. Sanchez – Member
  9. Eusebio V. Tan – Member
  10. Lucio C. Tan III – Member
  11. Michael G. Tan – Member
  12. Vivienne K. Tan – Member
  13. Maria Almasara Cyd N. Tuaño-Amador* – Member

  
  
• Board Overseas Offices Oversight Committee (BOOOC) was created by the Board of Directors to provide required oversight on the overseas offices in relation to operational, legal, and regulatory risks to ensure their long-term viability is consistent with the Bank’s strategic goals.
  

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  Board Overseas Offices Oversight Committee
  
  

  1. Felix Enrico R. Alfiler – Chairman
  2. Isabelita M. Papa* – Member
  3. Maria Almasara Cyd N. Tuaño-Amador* – Member