Corporate Governance COMPLIANCE AND EVALUATION SYSTEM
Our Chief Compliance Officer (CCO) reports to the Corporate Governance Committee (CGC) and the Board of Directors. Aside from monitoring and controlling compliance risk, our CCO also tracks the Bank’s adherence to the Corporate Governance Manual. Cases of non-compliance are reported to the Board Chairman who ensures due process and determines appropriate sanctions. In January 2013, we reported our satisfactory compliance in the Annual Corporate Governance Certification submitted to the SEC and PSE. Every year, our Board, its directors and their respective oversight committees conduct selfrating exercises on their performance through scorecards to determine areas of improvement. Results are reviewed by the CGC and reported to the Board. CODE OF BUSINESS CONDUCT
Our Code of Conduct defines standards that PSBank officers and staff must follow in all their business dealings and relationships. The Code includes the following provisions: • A discussion on the disciplinary process; • General policies to establish a professional working environment and secure a favorable reputation for the Bank; • Corrective measures for unacceptable behavior or failure to comply with the Bank’s rules, policies and procedures; and • Schedule of penalties for attendance and punctuality, attire requirements, conduct and behavior, dishonesty, health, safety and security, reporting of violations, and information security. The Code also includes provisions on management of personal finances, conflict of interest, antisexual harassment, non-disclosure of information, and insider information. CORPORATE GOVERNANCE SCORECARD
PSBank was recognized for the second time as one of the top-rated Publicly Listed Companies (PLCs) in the 2011 Corporate Governance Scorecard of the Institute of Corporate Directors (ICD). The Bank had an overall score of 93% and was the only savings bank among the 23 Silver Awardees. The first recognition was given in 2009. The CG Scorecard is an annual exercise conducted
PSBank ANNUAL REPORT 2012
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by the ICD, in partnership with the SEC and PSE. It ranks PLCs according to policies and practices related to rights of shareholders, equitable treatment of shareholders, role of stakeholders in corporate governance, disclosure and transparency, and Board responsibilities. In 2012, ICD introduced the ASEAN CG Scorecard questionnaire to PLCs for them to be more attuned to emerging regional and global practices. It aims to encourage corporations to adopt ASEAN benchmarks. We also accomplished the annual PSE CG Guidelines Disclosure for PLCs. This represents PLCs’ self-assessment of their adherence to good corporate governance through the principles of transparency, efficiency and accountability, as embodied in the PSE CG Guidelines. As part of its campaign for good corporate governance, PSE launched the PSE Bell Awards for Corporate Governance in December 2011, recognizing PLCs and Trading Participants that have outstanding corporate governance practices and regulatory compliance. By actively participating in these endeavors and ensuring compliance with best industry practices, PSBank strongly supports the unified commitment of the country’s publicly listed community to promote good corporate governance. BOARD OF DIRECTORS
The Board of Directors is committed to uphold corporate governance principles and standards. It is accountable to the stakeholders in running the Bank in a prudent and sound manner. The Board is primarily responsible for approving and overseeing the implementation of our strategic objectives, risk management strategy, corporate governance and corporate values. It is also responsible for monitoring the performance of senior management which manages the dayto-day affairs of the Bank. Specifically, the Board is responsible for: • Approving and monitoring the implementation of our strategic objectives, operations and risk management policies, and the selection and performance of senior management;