Article 175Supplement v1, p. 175

COMMERCIAL LAWS SUPPLEMENT

The

President

of

the

Philippines

may

remove

any

appointive member of the Board of Directors for any of

the following reasons:

(i) If the member is physically or mentally incapacitated

that he or she cannot properly discharge his or her duties

and responsibilities, and such incapacity has lasted for

more than six (6) months; or

(ii) If the member is guilty of acts or operations which are

of fraudulent or illegal character or which are manifestly

opposed to the aims and interests of the Corporation; or

(iii) If the member no longer possesses the qualifications

specified in this Act; or

(iv) If the member does not meet the standards for

performance based on the evaluation by the Governance

Commission

for

Government-Owned

or

-Controlled

Corporations under Republic Act No. 10149.

The presence of four (4) members shall constitute a

quorum. All decisions of the Board of Directors shall

require the concurrence of at least four (4) members.

The compensation, per diems, allowances, incentives, and

other benefits for board members shall be determined by

the Governance Commission for Government-Owned or

-Controlled Corporations.

In addition to the requirements of Republic Act No. 6713,

otherwise known as the ‘Code of Conduct and Ethical

Standards

for

Public

Officials

and

Employees’,

any

member of the Board of Directors with personal or

pecuniary interest in any matter in the agenda of the

Board of Directors shall disclose his or her interest to the

Board and shall recuse from the meeting when the

matter

is

taken

up.

The

minutes

shall

reflect

the

disclosure

made

and

the

recusal

of

the

member

concerned.

(b) The Board of Directors shall have the authority:

(1) To approve and issue rules and regulations for banks

and the depositing public as it considers necessary for

the effective discharge of its responsibilities;

(2) To act as the policy-making body of the Corporation

and

constitute

Board

committees

to

oversee

the

management,

operations

and

administration

of

the

Corporation;

(3) To establish a human resource management system

which shall govern the selection, hiring, appointment,

transfer,

promotion,

or

dismissal

of

personnel. Such

system

shall

aim

to

establish

professionalism

and

excellence at all levels of the Corporation in accordance

with sound principles of management;

(4) To approve a compensation structure as an integral

component

of

the

Corporation’s

human

resource

development program based on job evaluation studies

and wage surveys, and revise the same as it may deem

necessary: Provided, That all positions in the Corporation

shall be governed by a compensation package, position

classification

system

and

qualification

standards

approved by the Board based on a comprehensive job

analysis and audit of actual duties and responsibilities.

The compensation structure shall be comparable to that

of other financial institutions based on prevailing market

standards, and shall provide for yearly merit reviews or

increases based on productivity. The Corporation shall

therefore

be

exempt

from

existing

laws,

rules

and

regulations

on

compensation

package,

position

classification and qualification standards. It shall however

endeavor to make its system conform as closely as

possible with the principles under Republic Act No. 6758,

as amended;

(5) To appoint, establish the rank, fix the remuneration,

benefits, including health care services through a Health

Maintenance Organization (HMO) and medical benefits

other than those provided for under Republic Act No.

7875, as amended, and remove any officer or employee of

the Corporation, for cause, subject to pertinent civil

service laws: Provided, That the Board of Directors may

delegate this authority to the President subject to specific

guidelines: Provided, further, That in no case shall there

be any diminution of existing salaries, benefits and other

emoluments;

(6) To approve policy on local and foreign travel, and the

corresponding expenses, allowances and per diems, of

officers, employees, agents of the Corporation, which

shall be comparable with the expenses, allowances and

per diems of personnel of other financial institutions

based on prevailing market standards, notwithstanding

the provisions of Presidential Decree No. 1177, Executive

Order No. 292, Executive Order No. 248, as amended,

Executive Order No. 298, and similar laws;

(7) To adopt an annual budget for, and authorize such

expenditures by the Corporation, as are in the interest of

the

effective

administration

and

operation

of

the

Corporation;

(8) To approve the target level of the Deposit Insurance

Fund

(DIF)

and

the

methodology

for

determining

reserves for insurance and financial assistance losses;

(9) To review the organizational set-up of the Corporation

and adopt a new or revised organizational structure as it

may deem necessary for the Corporation to undertake its

mandate and functions;

(10)

To

design,

adopt

and

revise,

as

it

may

deem

necessary, an early separation plan for employees of the

Corporation to ensure availability of a human resource

pool

qualified

and

capable

of

implementing

the

Corporation’s authorities under this Charter in a manner

responsive and attuned to market developments, and to

provide incentives for all those who shall be separated

from

the

service.

Notwithstanding

any

law

to

the

contrary, these incentives shall be in addition to all

gratuities and benefits the employee is entitled to under

existing laws; and

(11) To promote and sponsor the local or foreign training

or study of personnel in the fields of banking, finance,

management, information technology and law. Towards

this end, the Corporation is hereby authorized to defray

the costs of such training or study. The Board shall

prescribe rules and regulations to govern the training or

study programs of the Corporation.”

PRESIDENT OF THE CORPORATION

COMPENSATION, POWERS AND DUTIES

SECTION 4. The President of the Corporation shall be its

Chief Executive Officer and the Vice Chairman of its

Board of Directors and his or her salary shall be fixed by

the

President

of

the

Philippines

upon

the

recommendation of the Governance Commission for

Government-Owned or -Controlled Corporations, at a

sum commensurate to the importance and responsibility

attached to the position. The sum total of the salary,

allowances,

benefits

and

other

emoluments

of

the

President of the Corporation shall be higher than the

compensation

package

of

the next highest ranking

executive of the Corporation.

The

powers

and

duties

of

the

President

of

the

Corporation are:

(a) To prepare the agenda for the meeting of the Board

and to submit for the consideration of the Board the

policies and measures which he believes to be necessary

to carry out the purposes and provisions of this Act;

(b) To execute and administer the policies and measures

approved by the Board;

(c) To direct and supervise the operations and internal

administration of the Corporation in accordance with the

policies established by the Board. The President may

delegate certain of his administrative responsibilities to

other officers of the Corporation, subject to the rules and

regulations of the Board;

(d) To represent the Corporation in all dealings with other

offices, agencies and instrumentalities of the government

and with all other persons or entities, public or private,

whether domestic, foreign or international;

© Compiled by RGL

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