SEC. 15. BOARD OF DIRECTORS. comic

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  • SECTION 15. BOARD OF DIRECTORS
  • Good Morning class! Yesterday, we talked about Section 15 of the Revised Corporation Code of the Philippines which is about the Board of Directors. Based on that discussion, what have you learned?
  • Good morning Miss! Based on the discussion yesterday, I've learned that there shall be at least five (5), and a maximum of fifteen (15) members of the board of directors of a bank, two (2) of whom shall be independent directors.
  • It is because the responsibilities of the board of directors differ significantly from those of operating roles, you'll need to learn to see the businesses as a whole.
  • Miss, may I ask for a clarification regarding the role and the use of the independent director?
  • With our discussion yesterday Miss, I've realized that it is a nice idea to become a BOD in the future and to become primarily responsible for the corporate governance of the bank, quasi-bank or trust entity.
  • and have a deeper understanding of a whole range of topics, including mergers and acquisitions, market expansion, campaigns, and technological changes.
  • Thank you for raising your confusions, Ivy. The concept of an independent director is an improvement of Philippine corporate law. They are useful to the corporate entity because of their diligence and independent judgement, regardless of the business interest of the majority.
  • Moreover, they sit in the board not because of their stockholdings but because of their eminent qualifications. As such, they can share their technical expertise and experience in crafting the entity's policy and direction.
  • SECTION 15.BOARD OF DIRECTORS
  • Yes, thank you everyone for sharing your learnings in the class!
  • Thank you for answering my question, Miss. I would also like to share my learnings about the topic.
  • I learned that majority of the board of directors must be Filipino citizens. However, non-Filipino citizens may become members of the board of directors of a bank to the extent of the foreign participation in the equity of said bank.
  • Now, where do the Board of Directors hold their meetings
  • The meetings of the board of directors may be conducted through modern technologies such as, but not limited to, teleconferencing and video-conferencing.
  • Very well said, Dianne!
  • Teleconferencing or videoconferencing is deemed acceptable only if adequate safeguards are put in place. Recording of the teleconference or videoconference should be a condition sine qua non since there is no tangible proof that the directors electronically attended the board meeting.
  • Miss, is it acceptable that the members of the board of directors will always prefer to do Teleconferencing rather than the physical meeting?
  • SECTION 15. BOARD OF DIRECTORS
  • Okay! That's it for today, thank you for participating, class!
  • Thank you for asking, Mark. A director is required to participate in at least 50% of all board meetings every year and physically attend at least 25% of all such meetings.
  • *students in chorus:
  • *bell rings*
  • Miss, is it okay if there are some instances that I failed to attend meetings?
  • Thank you Miss!
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