Corporate Governance | PDS Group

Corporate Governance Chart 2017 v2

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 Board of Directors of each PDS entity is composed of nine (9) members, a majority of whom are non-executive directors. Each Board of Directors includes three (3) independent Directors.
• Compliance with the principles of good corporate governance starts with the Boards of Directors (the “Boards”), which foster the long-term success of each entity in the PDS Group and secure its sustained competitiveness in a manner consistent with its fiduciary responsibility. The Boards of Directors exercise their functions in the best interest of the PDS Group, its stockholders and other stakeholders. Guided by the leadership of their respective Chairmen, the Boards of Directors conduct their activities with utmost honesty and integrity in the discharge of their duties, functions and responsibilities.
• 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

Executive Committee
The Executive Committee exercises all the power and authority that the Board of Directors may delegate, except for matters expressly delegated to another Committee. It decides on the interim policy-related affairs of the member companies of the PDS Group, with focus on the particular entity’s line/s of business.

Risk Oversight Committee
The Risk Oversight Committee (ROC) oversees the development, updating, and implementation of the Risk Management Program of the Group. This Program is implemented by the Risk Management unit headed by the Chief Risk Officer (CRO). The CRO provides an overall risk profile report to the ROC and the 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 with regulatory requirements and the policies and procedures of the PDS Group.

Nomination and Remuneration Committee (NRC)/ Corporate Governance Committee (CGC)
The NRC/CGC ensures the Board’s effectiveness and due observance of corporate governance principles and guidelines.

The NRC/CGC screens the qualifications of candidates nominated to the Board, and senior management, for appointment by the Board. It likewise oversees the orientation of new directors, continuing education of all directors as well as the performance evaluation process of the Board and its Committees.

The NRC/CGC establishes a formal and transparent procedure for developing a policy on executive remuneration, ensuring that compensation is in sufficient level to attract and retain executives needed to run the PDS Group successfully, links rewards to corporate and individual performance, and in general is consistent with PDS Group’s culture, strategy and control environment.

IT Steering Committee
The IT Steering Committee oversees the implementation of the IT Strategic Plan that is consistent with the business strategy of PDS Group. It oversees and understands IT risks, such that it is interrelated and works hand in hand with Risk Oversight Committee. It also oversees the IT Group’s compliance with corresponding regulatory requirements.

Investor Protection/ Market Policy Committee 
The Investor Protection/ Market Policy Committee develops and enacts such policies, rules, and measures to protect the interests of persons who invest in instruments being traded in the Exchange in accordance with leading global practices, and regularly oversee compliance with such policies, rules, and measures.