Fiduciary Duties of the Board and Officers.
Section 19
SEC. 19. Fiduciary Duties of the Board and Officers.—As fiduciaries of the State, members of the Board of Directors/Trustees and the Officers of GOCCs have the legal obligation and duty to always act in the best interest of the GOCC, with utmost good faith in all its dealings with the property and monies of the GOCC. The members of the Board and Officers of GOCCs shall: (a) Act with utmost and undivided loyalty to the GOCC; (b) Act with due care, extraordinary diligence, skill and good faith in the conduct of the business of the GOCC; (c) Avoid conflicts of interest and declare an interest they may have in any particular matter before the Board; (d) Apply sound business principles to ensure the financial soundness of the GOCC; and (e) Elect and/or employ only Officers who are fit and proper to hold such office with due regard to the qualifications, competence, experience and integrity Where a member of the Board or an Officer, by virtue of the office, acquires or by virtue of the office, acquires or receives for oneself a benefit or profit, of whatever kind or nature including, but not limited to, the acquisition of shares in corporations where the GOCC has an interest, using the properties of the GOCC for their own benefit, receiving commission on contracts from the GOCC’s assets, or taking advantage of corporate opportunities of the GOCC, all such profits or benefits shall be subject to restitution under Section 24 of this Act, without prejudice to any administrative, civil or criminal action against members of the Board of Directors/Trustees or Officers. This provision shall be applicable notwithstanding the fact that such member of the Board or Officer risked one’s own funds in the venture.