Section 20Sec./Art. 20

Board of Directors. - There shall be nine (9) members of the Board of Directors composed as follows:

(a)The Secretary of Finance shall sit as the Chairperson in an ex officio capacity;

(b)President and Chief Executive Officer (PCEO) of the MIC as Vice- Chairperson;

(c)President and CEO of the LBP;

(d)President and CEO of the DBP;

(e)Two (2) Regular Directors; and

(f)Three (3) Independent Directors from the private sector.

Provided, That, in case of a merger, consolidation, abolition, or dissolution of any of the Founding GFIs, the seat in the Board of the absorbed, dissolved, or abolished GFI.

The Regular Directors shall be citizens of the Philippines, at least thirty-five (35) years of age, and must be of good moral standing and reputation, of recognized prohibit and independence, and have substantial experience and expertise in any of the following: (a) corporate governance and administration, (b) investment in financial assets, and (c) management of investments in the global and local markets. The Regular Directors shall be appointed by the President of the Philippines upon recommendation of the Advisory Body for a term of three (3) years. In case of removal or resignation, the appointment to any vacancy shall only be unexpired term of the predecessor.

The appointment of a Regular Director to fill such vacancy shall be in accordance with the manner provided for regular nomination, shortlisting and appointment of Regular Directors.

The Regular Directors shall serve in the Board full-time, and shall not hold any other public officer during their tenure. Neither will the Regular Directors have or possess any private financial and business interest while in the office. In this regard, Regular Directors shall be required to resign from, and divest themselves of any and all interests in any private institutions that would put them in conflict with the interests of the MIC before assumption to their office.

The Independent Directors shall be appointed by the President of the Philippines, upon the recommendation of the Advisory Body, for a term of one (1) year. The Independent Directors shall be eligible for reappointment: Provided, That the cumulative term of an Independent Director shall exceed nine (9) years. The Advisory Body shall ensure that the selected members of the Board of Directors are with proven probity, competence, expertise and experience in finance, economics, investments, business management of the objectives and purposes of the MIF.

The Independent Directors shall not hold any business or financial interests and other relationships which could, or could reasonably be perceived to, materially interfere with their responsibilities of independent judgement in carrying out their responsibilities as directors.

At least one (1) year from the end of their tenure, the Regular and Independent Directors shall be barred from employment, whether in full-time or advisory capacity, in any private company and institution, the interests of which directly compete with or are in conflict with the MIC.

A person shall be disqualified from being a director, if within five (5) years prior to his appointment as such, the person was:

(a) Convicted by final judgement of an offense punishable by imprisonment for a period exceeding six (6) years;

(b) Found administratively liable for any offense involving fraudulent acts;

(c) Convicted by final judgement or found liable by a foreign court or equivalent foreign regulatory authority for acts, violations, or misconduct similar to those enumerated in paragraphs (a) and (b) above; or

(d) Has a pending administrative, civil or criminal case relating to fraud, plunder, corrupt practices, money laundering tax evasion, or any similar crimes involving misuse of fund in the persons possession or breach of trust.

The foregoing grounds are without prejudice to qualifications or other disqualifications, which the Board of Directors may impose in its promotion of good corporate governance.

All members of the Board of Directors shall be bonded to the government for the faithful performance of al duties imposed upon him by law for the faithful accounting of all funds and public properties coming into his custody or control in accordance with the Public Bonding Law under the Revised Administrative Code, Executive Order No. 449 s. 1997, related laws and issuances. Prior to the discharge of duties, each member shall be required to secure a fidelity bond of Ten million pesos (P10,000,000.00).

The specific guidelines in this section, including the rules on appointment, election and termination of membership in the Board, shall be provided in the implementing rules and regulations of this Act, to ensure that only those eligible and qualified shall be appointed to the Board.