Corporate Governance

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PNB adheres to the highest principles of good corporate governance as it subscribes to the philosophy of integrity, accountability, and transparency in the manner of doing business.

HomeAboutCorporate GovernanceBoard Committees

The ten (10) board committees have been instrumental in setting the tone for the corporate governance practices of the bank. In 2013, a new board committee was established to provide focus on related party transactions.

  • The Board Credit & Policy Committee. The purpose of the Committee is to review, discuss, note, endorse and/or approve Management pre-clearances, updates, reports and recommendations to provide the bank the flexibility to respond to time-sensitive matters as well as facilitate the approval of certain corporate actions within the authority limits as determined by the Board.

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    BOARD CREDIT & POLICY COMIITTEE

    1. FELIX ENRICO R. ALFILER* – Chairman
    2. FLORIDO P. CASUELA – Member
    3. REYNALDO A. MACLANG – Member
    4. CHRISTOPHER J. NELSON – Member
    5. FEDERICO C. PASCUAL* – Member
    6. HARRY C. TAN – Member
    7. MICHAEL G. TAN – Member
    8. FLORENCIA G. TARRIELA* – Member
    9. DEOGRACIAS N. VISTAN* – Member

    * Independent Directors

  • Executive Committee. The purpose of the Committee is to review, discuss, note, endorse and/or approve Management credit proposals, updates and reports on credit, transactional, administrative and other matters.

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    EXECUTIVE COMMITTEE

    1. FLORIDO P. CASUELA – Chairman
    2. LEONILO G. CORONEL – Member
    3. REYNALDO A. MACLANG – Member
    4. HARRY C. TAN – Member
    5. LUCIO K. TAN JR. – Member
    6. MICHAEL G. TAN – Member
    7. LUCIO C. TAN – Member
  • The Board Oversight RPT Committee was created to assist the Board in performing its oversight functions in monitoring and managing potential conflicts of interest of management, board members and shareholders.

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    BOARD OVERSIGHT RPT COMMITTEE

    1. FEDERICO C. PASCUAL* - Chairman
    2. FELIX ENRICO R. ALFILER* - Member
    3. DEOGRACIAS N. VISTAN* - Member
    4. ALICE Z. CORDERO - Non-Voting Member
    5. DIOSCORO TEODORICO L. LIM - Non-Voting Member

    * Independent Directors

  • The Board IT Governance Committee was 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.

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    BOARD IT GOVERNANCE COMMITTEE

    1. LEONILO G. CORONEL - Chairman
    2. FLORIDO P. CASUELA - Member
    3. CHRISTOPHER J. NELSON - Member
    4. LUCIO K. TAN JR. - Member
    5. MICHAEL G. TAN - Member
  • The Board Audit and Compliance Committee (BACC) is a standing committee of the Board of Directors ("Board"). The purpose of the Committee is to:
    1. Assist the Board in the performance of its oversight responsibility relating to financial reporting process, systems of internal control, audit process and monitoring of compliance with applicable laws, rules and regulations;
    2. Provide oversight functions over internal and external auditors and ensure that the internal and external auditors act independently from each other;
    3. Provide oversight over compliance functions and/or oversee the compliance program;
    4. The annual independent audit of PNB’s financial statements, the engagement of the External Auditors and the evaluation of the External Auditor’s qualifications, independence and performance;
    5. The compliance by PNB with legal and regulatory requirements, including PNB’s disclosure controls and procedures; and
    6. The fulfillment of the other responsibilities set out herein.

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    BOARD AUDIT AND COMPLIANCE COMMITTEE

    1. DEOGRACIAS N. VISTAN* - Chairman
    2. FELIX ENRICO R. ALFILER* - Member
    3. FLORIDO P. CASUELA - Member
    4. CHRISTOPHER J. NELSON - Member
    5. HARRY C. TAN - Member

    * Independent Directors

  • Board Oversight Committee – Domestic and Foreign Offices/Subsidiaries was created by the Board of Directors to provide the required oversight on the domestic and foreign offices/subsidiaries to ensure their profitable operations and long-term viability consistent with the bank's strategic goals.

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    BOARD OVERSIGHT COMMITTEE – DOMESTIC AND FOREIGN OFFICES/SUBSIDIARIES

    1. DEOGRACIAS N. VISTAN* - Chairman
    2. FELIX ENRICO R. ALFILER* - Member
    3. LEONILO G. CORONEL - Member
    4. CHRISTOPHER J. NELSON - Member
    5. FEDERICO C. PASCUAL* - Member
    6. CECILIO K. PEDRO* - Member
    7. FLORENCIA G. TARRIELA* - Member

    * Independent Directors

  • The Risk Oversight Committee was created by the Board of Directors to assist the board to oversee the risk profile and approves the risk management framework of PNB and its related allied subsidiaries and affiliates. It is mandated to set risk appetite, approve frameworks, policies and processes for managing risk, and accept risks beyond the approval discretion provided to Management.

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    RISK OVERSIGHT COMMITTEE

    1. FLORIDO P. CASUELA - Chairman
    2. LEONILO G. CORONEL - Member
    3. CHRISTOPHER J. NELSON - Member
    4. HARRY C. TAN - Member
    5. FLORENCIA G. TARRIELA* - Member

    * Independent Director

  • The Corporate Governance/Nomination/Remuneration Committee was created to align existing regulations with international best practices that promote good corporate governance such as the “Principles for Enhancing Corporate Governance”; and to ensure the Board’s effectiveness and due observance of corporate governance principles and guidelines.

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    CORPORATE GOVERNANCE/NOMINATION/REMUNERATION COMMITTEE

    1. FELIX ENRICO R. ALFILER* - Chairman
    2. REYNALDO A. MACLANG - Member
    3. CHRISTOPHER J. NELSON - Member
    4. LUCIO K. TAN, JR. - Member
    5. MICHAEL G. TAN - Member
    6. FLORENCIA G. TARRIELA* - Member
    7. DEOGRACIAS N. VISTAN* - Member

    * Independent Directors

  • The Board ICAAP Steering Committee was created to assist the Board in performing its functions for the periodic evaluation and approval of the Bank’s capital planning, risk assessment policies and procedures and provide active oversight on the consistent adoption and implementation of the Bank’s Board-approved ICAAP Program. The Committee is ultimately responsible to the Board in ensuring that the Bank maintains an appropriate level and quality of capital commensurate with the risks covered by the ICAAP.

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    BOARD ICAAP STEERING COMMITTEE

    1. MICHAEL G. TAN - Chairman
    2. FLORIDO P. CASUELA - Member
    3. REYNALDO A. MACLANG - Member
    4. FLORENCIA G. TARRIELA* - Member
    5. DEOGRACIAS N. VISTAN* - Member

    * Independent Directors

  • The Trust Committee is a special committee which reports directly to the Board of Directors and is primarily responsible for overseeing the fiduciary activities of the Bank.

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    TRUST COMMITTEE

    1. LEONILO G. CORONEL - Chairman
    2. FEDERICO C. PASCUAL* - Member
    3. CECILIO K. PEDRO* - Member
    4. REYNALDO A. MACLANG - Ex-Officio
    5. ROBERTO S. VERGARA - Ex-Officio

    * Independent Directors

The board committee meetings are generally held on a monthly basis, except for the Board Credit and Policy Committee and Board Credit Committee, which are held weekly. The board committee secretariats are responsible for ensuring that the agenda and materials are provided to the members prior to the meetings and that discussions are properly recorded and duly endorsed to the Board .