Powers and Responsibilities of the Board.
Section 7
SEC. 7. Powers and Responsibilities of the Board.—The Board shall have the following powers and responsibilities: To define and approve the programs, plans, policies, procedures and guidelines for the Company in accordance with its purposes and objectives, and to control the management, operation and administration of the Company; To approve the Company's organizational structure, staffing pattern, operating and capital expenditures, and financial budgets, prepared in accordance with the corporate plan of the Company; To approve salary ranges, benefits, privileges, bonus, and other terms and conditions of service for all officers and employees of the Company, upon recommendation of the President of the Company; To appoint, transfer, promote, suspend, remove or otherwise discipline any subordinate officer or employee of the Company, upon recommendation of the President of the Company; To create such committee or committees and appoint the members thereof, as may be necessary or proper for the management of the Company or for the attainment of its purposes and objectives; To approve the general terms and conditions for the sale, assignment, transfer or disposition of companies, assets and other real or personal properties owned or held by it; Provided, however, That the power to approve particular contracts of sale may be delegated to an Executive Committee composed of members of the Board as it may designate and under such guidelines as it may determine; To compromise, condone or release, in whole or in part, any claim or settled liability to the Company or to an acquired company, regardless of the amount involved, to promote the interest of the Company; To reorganize or abolish the Company's offices, branches, or any other units within or outside of the Philippines as it may deem necessary or proper; To adopt, amend or modify the By Laws for the regulation of the Company's proceedings, prescribing the duties of officers and employees of the Company; delegating to the President the conduct of any business of the Board of Directors; fixing the salaries, fees or other remuneration to be paid to the Directors; and generally, for the conduct and management of its activities; To promulgate such rules and regulations as may be necessary or proper to implement this Decree, and to modify, amend or repeal the same from time to time; and To exercise such other powers and functions and perform other acts as may be necessary, proper or incidental to the attainment of the purpose and objectives of the Company, or as may be directed by the President of the Philippines.