The Board shall be composed of at least five (5), but not more than fifteen (15), members who are elected by the stockholders.
The Corporation shall have at least two (2) Independent Directors or such number of Independent Directors that constitutes twenty percent (20%) of the members of the Board, whichever is lesser, but in no case less than two (2).
The membership of the Board may be a combination of Executive and Non-Executive Directors (which include Independent Directors) in order that no Director or small group of Directors can dominate the decision-making process.
The Non-Executive Directors of the Corporation should possess such qualifications and stature that would enable them to effectively participate in the deliberations of the Board.
In addition to the pertinent provisions of the Articles of Incorporation and By-Laws of the Corporation, and qualifications for membership in the Board as provided for in the Corporation Code, Securities Regulation Code, and other relevant laws, the following general guidelines shall be observed in the initial evaluation of Director-nominees to the Board:
Any of the following shall be a ground for the permanent disqualification of a Director:
The Board may provide for the temporary disqualification of a Director for any of the following reasons:
Compliance with the principles of good corporate governance instituted in this Manual shall be the paramount responsibility of, and shall start with, the Board.
It is the Board's responsibility to foster the long-term success of the Corporation, and to sustain its competitiveness and profitability in a manner consistent with its corporate objectives and the best interests of the Corporation, its stockholders and other stakeholders, as a whole.
The Board shall formulate the Corporation's vision, mission, strategic objectives, policies and procedures that shall guide its activities, including the means to effectively monitor Management's performance.
The Board shall exercise best care, skill and judgment and observe utmost good faith in the conduct and management of the business and affairs of the Corporation. The Board shall ensure that all its actions are within the scope of power and authority as prescribed in the Articles of Incorporation, By-Laws, and in existing laws, rules and regulations.
To ensure a high standard of best practice for the Corporation, its stockholders and other stakeholders, the Board should conduct itself with honesty and integrity in the performance of, among others, the following duties and responsibilities:
A Director's Office is one of trust and confidence. A Director should act in the best interest of the Corporation in a manner characterized by transparency, accountability, and fairness. He should also exercise leadership, prudence, and integrity in directing the Corporation towards sustained progress.
A Director should observe the following norms of conduct:
The Board may consider the adoption of guidelines on the number of directorships that its members can hold in stock and non-stock Corporations.
Any limitation in the number of directorships outside of the Company as may be adopted by Corporation shall not include directorships in the Corporation's subsidiaries, affiliates, parent company (if any), and affiliates and subsidiaries of such parent company.
A Director shall exercise due discretion in accepting and holding directorships or officerships in other Corporations. A Director may hold any number of directorships or officerships outside of the Corporation provided that, in the Director's opinion, these other positions do not detract or compromise the Director's capacity to diligently perform his duties as a Director of the Corporation.
Every director shall receive appropriate orientation when he is first appointed to the Board of Directors, in order to ensure that incoming Directors are familiar with the Corporation's business and governance processes.
Likewise, Management Officers shall receive appropriate orientation on his duties as a management executive and how to discharge these duties when he is first appointed to the Corporation. This would ensure that incoming Senior Management Officers are familiar with the Corporation's business and governance processes.
Each director or key officer shall be required to attend yearly corporate governance training and other continuous professional education programs in accordance with the rules and regulations of the Commission. A director or key officer who was exempted from attending the yearly corporate governance training shall present proof of such exemption.