Académique Documents
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The Board of Directors, Management • integrity, accountability and transparency in its manner
Bank Group commit themselves to • dealing fairly with its clients, investors, stockholders, the
adhere to the highest principles of communities affected by its environmental/social activities
good corporate governance as and various public;
embodied in the Bank’s amended • professionalism among its Board of Directors, executives
Articles of Incorporation, amended and employees in managing the Bank, its subsidiaries and
By-Laws, Code of Conduct and this affiliates;
Revised Corporate Governance
• and respect for the laws and regulations of the countries
Manual.
affecting its businesses.
ETHICS
THE BANK SHALL CONSISTENTLY ADOPT THE POLICIES AND PROCEDURES OF THE FOLLOWING:
Whistleblower Policy
- it is the policy of the bank to encourage employees to report internally any suspected or actual
commission of theft/fraud, corrupt practices such as, but not limited to, bribery, fraud, extortion,
collusion, conflict of interest and money laundering, violation of ethical law, rule or regulation
and/or any misconduct by its directors, officers or staff in accordance with the PNB Whistleblower
Policy. The policy protects the employee/whistleblower against retaliation, discrimination,
harassment or adverse personnel action, for reporting in good faith a suspected or violation
ETHICS
To address risks that the corporation may face, the board established
the following:
• Board Risk Oversight Committee
• Board Oversight RPT Committee
• Board IT Governance Committee
Board Risk Oversight Committee
The PNB Board Risk Oversight Committee is created by the PNB Board of
Directors to:
assist the board to oversee the risk profile
approves the risk management framework of PNB and its related allied subsidiaries and
affiliates
to set risk appetite, approve frameworks, policies and processes for managing risk,
accept risks beyond the approval discretion provided to management.
The members shall possess a range of expertise as well as adequate knowledge of the bank's risk exposures.
Board Risk Oversight Committee
1. Identify and evaluate exposures - ROC shall assess the probability of each risk becoming reality and
shall estimate its possible effect and cost. Priority areas of concern are those risks that are most likely
to occur (high probability) and are costly when they happen (high severity);
2. Develop Risk Management Strategies – ROC shall develop a written plan defining the strategies for
managing and controlling the major risks. IT shall identify practical strategies to reduce the chance of
harm and failure or minimize losses if the risk becomes real;
3. Oversee the implementation of the risk management plan – ROC shall conduct regular discussions
on the bank’s risk current exposures based on regular management reports and assess how the
concerned units of offices reduced these risks; and
4. Review and revise the plan as needed – ROC shall evaluate the risk management plan to ensure its
continued relevancy, comprehensiveness, and effectiveness. It shall revisit strategies, look for
emerging or changing exposures, and stay abreast of developments that affect the likelihood or harm
or loss.
5. To determine the Bank’s risk appetite and set limits on risk taking activities of the Bank
Board Oversight RPT Committee
• is created, governed by a charter, to assist the Board in performing its oversight functions in monitoring and
managing potential conflicts of interest of shareholders, board members, management, and other
stakeholders.
a) Review and approve policy guidelines and implementing procedures in handling RPTs by ensuring effective
compliance with existing laws, rules and regulations, accounting standards and global best practices.
b) Evaluate on an ongoing basis existing relations between and among businesses and counterparties to ensure
that all related parties are continuously identified; RPTs are monitored; and subsequent changes in relationships
with counterparties (from non-related to related and vice versa) are captured.
c) Evaluate all material RPTs to ensure that these are conducted in the normal course of business; not undertaken
on more favorable economic terms to such related parties than similar transactions with non-related parties
under similar circumstances, and that no corporate or business resources of the bank are misappropriated or
misapplied; and to determine any potential reputational risk issues that may arise as a result of or in connection
with the transactions.
Board Oversight RPT Committee
d) Report to the Board on a regular basis the status and aggregate exposures
to each related party as well as the total amount of exposures to all related
parties.
e) Oversee the periodic independent review or audit of transactions with
related parties, including write-off of exposures.
f) Oversee the implementation of the system for identifying, monitoring,
measuring, controlling, and reporting RPTs, including the periodic review of
RPT policies and procedures.
g) Ensure that appropriate disclosure is made, and/or information is provided
to regulating and supervising authorities relating to the Bank’s RPT exposures,
and policies on conflicts of interest or potential conflicts of interest.
Board IT Governance Committee
is created to assist the Board in performing its oversight functions in reviewing, approving
and monitoring the IT Risk Management Framework and IT Strategic Plan of the PNB
Group.