Board of Directors; Composition of.
SEC. 16. Board of Directors; Composition of.—The corporate powers of the Company shall be vested in and exercised by a Board of Directors, hereinafter referred to as the Board, which shall be composed of seven members appointed by the President of the Philippines with consent of the Commission on Appointments: Provided, That in the selection of members of the Board, the President shall give preference to residents of the Bicol Region and whenever practicable, the six provinces comprising the Region shall be represented.
The Board of Directors.
SEC. 17. The Board of Directors.—The directors shall elect annually a chairman from among themselves. He shall perform the duties imposed by law on the president of a corporation.
Tenure of Office.
SEC. 18. Tenure of Office.—The term of office of the directors shall be four years each, except that the directors initially appointed by the President shall serve as designated in their appointments; one for one year, two for two years, two for three years, and two for four years: Provided, That any person chosen to fill a vacancy shall serve only for the unexpired term of the director whom he succeeds.
Qualifications.
SEC. 19. Qualifications.—All members of the Board of Directors shall be natural-born citizens of the Philippines and of unquestioned integrity and competence.
Management experts and technical personnel employed in government agencies shall not be barred from serving as member of the Board and receive per diems therefor: Provided, That the appointment of government person-is made with the consent of their respective chiefs of office.
Disqualifications.
SEC. 20. Disqualifications.—No member of the Board of Directors shall practice any profession or engage in any business, directly or indirectly, affected by or related the exercise of the functions and powers of the Company; nor shall he be financially interested, directly or indirectly, in any contract entered into, or in any special privilege granted by the Company during his term of office. Violation of any of these prohibitions shall constitute a ground for dismissal.
Removal.
SEC. 21. Removal.—A member of the Board may be suspended or removed from office by the President of the Philippines only for cause.
Quorum: Board Meetings.
SEC. 22. Quorum: Board Meetings.—Four member of the Board of Directors shall constitute a quorum to transact the business of the Company. The Board shall meet at least once every month and as frequently as may be necessary to perform its duties. The Board shall be convoked by the Chairman or upon written request signed by a majority of the members.
Per Diems.
SEC. 23. Per Diems.—The members of the Hoard of Directors shall receive for every meeting attended, a per diem of One hundred pesos: Provided, That in no case will the total amount received by each exceed the sum of five hundred pesos for one month. Members of the Board shall be reimbursed by the Company for actual expenses incurred by them in the performance of their duties for the Company as authorized by the Board of Directors.
General Manager: Appointment and Qualification of.
SEC. 24. General Manager: Appointment and Qualification of.—In addition to the qualification for Director set forth in Section Nineteen of this Act, no person shall be appointed General Manager unless he be of known executive competence and experience in the field of public administration or the management of agricultural, industrial, or commercial enterprises. The General Manager shall be appointed by a majority vote of the Board o Directors. He may or may not be a member of the Board: Provided, however, That the General Manager appointed who is not a member of the Board shall be ex-officio member of the Board and shall be entitled to all the privileges of a member of the Board, except t right to vote.
Tenure of Office.
SEC. 25. Tenure of Office.—The General Manager shall serve for a fixed term of four years, unless removed from office by a vote of two-thirds of the Board of Directors.
Powers and Duties.
SEC. 26. Powers and Duties.—The General Manager shall have, among others, the following powers and
To direct and manage the affairs and business of the Company in pursuance of the policies of the Board.
To prepare the agenda for the meetings of the Board and submit for its consideration such policies and measures as he believes to be necessary to carry out the purposes and objectives of this Act.
To submit for the approval of the Board the annual and supplemental budgets of the Company.
To review and submit to the Board the annual and supplemental budgets of the subsidiary corporations under the Company and to exercise general supervision over the affairs of said corporations as may be determined by the Board.
To appoint and to remove or suspend for cause, with the approval of the Board, the chiefs of division and officials of higher rank and fix the remunerations and terms of employment of said officials.
To appoint and to remove or suspend for cause, and fix the remuneration and terms of employment of employees and officials below the rank of division chiefs.
To reorganize the internal organization of the Company when advisable for purposes of efficiency and economy: Provided, That any major reorganization shall be subject to the approval of the Board.
To submit within sixty days after the close of each fiscal year, an annual report to the Board and such other reports as may be required.
To delegate his authority, in whole or in parts to the officers of the Company: Provided, That such delegations are in writing, copies of which shall be provided the Board; and
To perform such other duties as may be assigned to him by the Board.
Compensation; Residence Requirement; Prohibitions.
SEC. 27. Compensation; Residence Requirement; Prohibitions.—The General Manager shall receive a compensation not exceeding Twenty-four thousand pesos per annum which shall be charged against the operating expenses of the Company. He shall establish his residence within the Region. He shall not, during the term of his office, engage in any business, or profession or calling other than those connected in the performance of his official duties as General Manager of the Company
Merit System.
SEC. 28. Merit System.—All officials, agents, and employees of the Company shall be selected and appointed on basis of merit and fitness in accordance with a comprehensive and progressive merit system to be established by the Company. The recruitment, transfer, promotion and dismissal of all personnel of the Company shall be governed by such merit system.
CHAPTER VIMISCELLANEOUS PROVISIONS
Source: Official Gazette of the Republic of the Philippines — Philippine laws are public documents (works of the government).
