Section 14May 23, 2008, Sec./Art. 14

A new sub-section is inserted after Section 11 of the same Act, as amended, to read as follows:

"SEC. 11. Composition of the Board of Directors and its Powers. - The SB Corporation corporate powers shall be vested on a Board of Directors composed of eleven (11) members which shall include the following:

"a) The Secretary of Trade and Industry;

"b) The Secretary of Finance;

"c) A private sector representative to be appointed by the President upon the recommendation of the MSMED Council;

"d) Seven (7) representatives of the SB Corporation common stock shareholders who shall be elected based on proportional distribution, in accordance with Section 24 of the Corporation Code; and

"e) The president of the SB Corporation as ex-officio member and to serve as vice chairman of the Board.

"The President shall appoint the chairman of the Board from among its members.

"All members of the Board so appointed, except for the ex-officio members, shall serve for a term of three (3) without reappointment. The person so appointed to replace a member who has resigned, died, or been removed for cause shall serve only for the unexpired portion of the term.

"The Board of Directors shall have, among others, the following specific powers and authorities:

"a) Formulate policies necessary to carry out effectively the provisions of this charter and to prescribe, amend and repeal by-laws, rules and regulations for the effective operations of the small business corporation;

"b) Establish such branches, agencies and subsidiaries as may be deemed necessary and convenient;

"c) Compromise or release, in whole or in part, any claim or liability whatsoever for or against the SB Corporation, including interest, penalties, fees and/or charges in accordance to its own by-laws and Bangko Sentral ng Pilipinas rules;

"d) Fix the features on non-voting preferred shares which shall be printed on the stock certificates evidencing the same;

"e) Exercise all such other powers as may be necessary or incidental to carry out the SB Corporation's purposes; and

"f) Notwithstanding the provisions of Republic Act No. 6758 and Compensation Circular No, 10, Series of 1989 issued by the Department of Budget and Management, the Board shall have the authority to provide for the organizational structure and staffing pattern of SB Corporation and to extend to the employees and personal thereof salaries, allowances and fringe benefits similar to those extended to and currently enjoyed by employees and personal of other financial institutions."