Corporate Governance | PDS Group

Corporate Governance Chart 2014_ver2

CORPORATE GOVERNANCE

PDS Group recognizes the importance of sound corporate governance, balancing the diversified interests of its board, shareholders, and stakeholders. Subdivided into different corporate entities, the PDS Group is resilient and unified to provide holistic market services, determine corporate direction and performance, constitute sound strategic business management, and sustain the organization’s long-term viability and strength.

• The Shareholders deliberately configured the corporate board architecture
• The President of the Bankers Association of the Philippines (BAP) is the Chairman of the PDS Holdings Corp.
• The President and CEO of the PDS Holdings Corp. serves as Chief Executive Officer (CEO) for all the PDS Group subsidiaries and sits at the helm of each as Chairman of the Board. As the highest-ranking corporate officer, he is responsible for the overall  management of the enterprise, its strategic directions and the attainment of its business goals.
• Each profit-oriented company in the Group is guided by an Executive Committee, composed of the Company’s independent directors, CEO and President, for overall direction and policy formation.
• The Boards of Directors supervise the following Standing Committees: the Risk Oversight Committee, the Audit Committee, the Nomination and Remuneration Committee, and the IT Steering Committee with the Market Policy Committee providing the critical link to the Market Governance Structure, which performs the Self–Regulatory Organization functions for the fixed income market.

Board Standing Committees

Risk Oversight Committee
The Risk Oversight Committee oversees the development, updating, and implementation of the Risk Management Program of the Group. The Risk Management Group is under the Chief Risk Officer who identifies, assesses, measures, monitors, and ensures that key risk exposures are within the Board approved policy on risk tolerance and the corresponding risk mitigation measures are in place; determines capital requirements corresponding to the Group’s risk exposure; and provides an overall risk profile report to ROC and Board on a regular basis.

Audit Committee
The Audit Committee oversees all material aspects of PDS Group’s reporting, control, and audit functions with particular focus on the qualitative aspects of financial reporting. It elevates the accounting and auditing processes, practices, and methodologies to international standards. Through its supervisory function over the Internal Audit Department and the Compliance Office, it evaluates the organization’s system of internal controls for detecting accounting and reporting financial errors, violations, fraud, noncompliance to regulatory requirements and to the policies and procedures of the PDS Group.

Nomination and Remuneration Committee
The Nomination and Remuneration Committee (NRC) mandates the governance to qualify entrants to the Board of Directors and senior management posts, as well as to act on policy formulation on matters relating to remunerations.

IT Steering Committee
The IT Steering Committee oversees and understands the IT risks, such that it is interrelated and works hand in hand with the Risk Oversight Committee. It ensures and manages that the IT strategic plan being implemented is consistent with the business strategy of the PDS Group and oversees compliance to regulatory requirements.