MORNBFI Vol. 1 - Planters Development Bank

§ 4141Q.308.12.31the independent investigation, appropriatefollow-up action, and subsequentresolution of complaints.(b) Corporate governance committee.The corporate governance committee shallassist the board of directors in fulfilling itscorporate governance responsibilities. Itshall review and evaluate the qualificationsof all persons nominated to the board aswell as those nominated to other positionsrequiring appointment by the board ofdirectors. The committee shall becomposed of at least three (3) members ofthe board of directors, two (2) of whomshall be independent directors.The corporate governance committeeshall have a written charter that describesthe duties and responsibilities of itsmembers. This charter shall be approved bythe board of directors and reviewed andupdated at least annually.The committee shall be responsible forensuring the board’s effectiveness and dueobservance of corporate governanceprinciples and guidelines. It shall oversee theperiodic performance evaluation of the boardand its committees and executivemanagement; and shall also conduct anannual self-evaluation of its performance. Thecommittee shall also decide whether or nota director is able to and has been adequatelycarrying out his/her duties as director bearingin mind the director’s contribution andperformance (e.g., competence, candor,attendance, preparedness and participation).Internal guidelines shall be adopted thataddress the competing time commitmentsthat are faced when directors serve onmultiple boards.The committee shall makerecommendations to the board regardingthe continuing education of directors,assignment to board committees,succession plan for the board members andsenior officers, and their remunerationcommensurate with corporate andindividual performance.The corporate governance committeeshall decide the manner by which theboard’s performance may be evaluatedand propose an objective performancecriteria approved by the board. Suchperformance indicators shall address howthe board has enhanced long termshareholders’ value.(c) Risk management committee. Therisk management committee shall beresponsible for the development andoversight of the institution’s riskmanagement program. The committeeshall be composed of at least three (3)members of the board of directors whoshall possess a range of expertise as wellas adequate knowledge of the institution’srisk exposures to be able to developappropriate strategies for preventing lossesand minimizing the impact of losses whenthey occur. It shall oversee the system oflimits to discretionary authority that theboard delegates to management, ensurethat the system remains effective, that thelimits are observed and that immediatecorrective actions are taken wheneverlimits are breached.The risk management committee shallhave a written charter that defines theduties and responsibilities of its members.The charter shall be approved by the boardof directors and reviewed and refinedperiodically.The core responsibility of the riskmanagement committee are:(i) Identify and evaluate exposures.The committee shall assess the probabilityof each risk becoming reality and shallestimate its possible effect and cost. Priorityareas of concern are those risks that are themost likely to occur and are costly whenthey happen.(ii) Develop risk managementstrategies. The risk managementcommittee shall develop a written plandefining the strategies for managing andcontrolling the major risks. It shall identifyQ Regulations Manual of Regulations for Non-Bank Financial InstitutionsPart I - Page 30