Number of directors must be at least five 5 but not more than fifteen 15 Have

Number of directors must be at least five 5 but not

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Number of directors must be at least five (5), but not more than fifteen (15) Have not been charged with a criminal offence for more than six (6) years, or violates the Code within five (5) years prior to the election Have not been convicted of any violation of the corporation code committed within five (5) years prior to the date of his election or appointment (Sec. 27, BP Blg 68). BOARD OF DIRECTORS/TRUSTEES QUALIFICATION OF A DIRECTOR/TRUSTEE
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1. Notice to the stockholder/members of the election as provided in AOI; 2. Presence of, in person or by proxy, majority of the outstanding capital stock / member entitled to vote; 3. Election by ballot; 4. Candidate receiving highest number of votes shall be declared elected; and 5. Report to the SEC, within 30 days, the names, nationality and residences of the elected officers and directors/trustees. Deaths and resignation must likewise be reported. BOARD OF DIRECTORS/TRUSTEES ELECTION
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Act on behalf of the corporation Attend and participate board meetings Effectively monitor Management s performance to ensure companies compliance with applicable laws and best business practices Elect corporate officers and form quorum BOARD OF DIRECTORS/TRUSTEES ROLES AND RESPONSIBILITIES
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The officers execute polices laid down by the board and perform the duties enjoined by them by the AOI and by-laws. Immediately after the election of BOD/T, the directors of a corporation must formally organize the election of: A president, who shall be a director; A treasurer who may or may not be a director; A secretary who shall be a resident and citizen of the Philippines, and Such other officers as may be provided for in the by-laws (Sec. 25) Any two or more positions may be held concurrently by the same person, except that no one shall act as president and secretary or as president and treasurer at the same time. CORPORATE OFFICERS
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Acts as a signatory of on behalf of companies and reports to the corporation s board of directors. Must be a natural person and is of legal age Must be a director A foreigner can be a president if the industry is not secured only for Filipinos. The president shall preside at all meetings of the directors or trustee as well as of the stockholders or members, unless the by-laws provide otherwise. (Sec. 54, BP Blg. 68) CHIEF EXECUTIVE OFFICER (CEO) OR PRESIDENT CORPORATE OFFICER
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Responsible for almost all of the corporation s financial matters (i.e. annual statements, financial reports, moneys, funds, securities, bonds and similar valuable effects belonging to the corporation) Must be a natural person and is of legal age Does not have to be a director but must hold a Filipino residency A foreigner in non-nationalized business activities can be a treasurer but not in a corporation with fully or partly nationalized business activities.
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  • Fall '19
  • Gilbert R. Huafana

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