MORNBFI Vol. 1 - Planters Development Bank

§ 4141Q.108.12.31of which he is a director or substantialshareholder, other than transactions whichare conducted at arms length and could notmaterially interfere with or influence theexercise of his judgment.An independent director of a QB/trustentity can be elected as an independentdirector of its: (a) parent or holdingcompany; (b) subsidiary or affiliate;(c) substantial shareholder; or (d) otherrelated companies, or vice-versa: Provided,That he is not a substantial shareholder ofthe QB/trust entity or any of the saidconcerned entities.The terms and phrases used in Items“(1)” to “(6)” shall have the followingmeaning:(a) Parent is a corporation which hascontrol over another corporation directlyor indirectly through one (1) or moreintermediaries.(b) Subsidiary means a corporationmore than fifty percent (50%) of the votingstock of which is owned or controlled directlyor indirectly through one (1) or moreintermediaries by a QB/trust entity.(c) Affiliate is a juridical person thatdirectly or indirectly, through one (1) ormore intermediaries, is controlled by, or isunder common control with the QB/trustentity or its affiliates.(d) Related interests as defined underSections 12 and 13 of R.A. No. 8791 shallmean individuals related to each otherwithin the fourth degree of consanguinityor affinity, legitimate or common law, andtwo (2) or more corporations owned orcontrolled by a single individual or by thesame family group or the same group ofpersons.(e) Control exists when the parentowns directly or indirectly throughsubsidiaries more than one-half of thevoting power of an enterprise unless, inexceptional circumstance, it can be clearlydemonstrated that such ownership doesnot constitute control. Control may alsoexist even when ownership is one-half orless of the voting power of an enterprisewhen there is:(i) power over more than one-half ofthe voting rights by virtue of an agreementwith other stockholders; or(ii) power to govern the financial andoperating policies of the enterprise undera statute or an agreement; or(iii) power to appoint or remove themajority of the members of the board ofdirectors or equivalent governing body; or(iv) power to cast the majority votes atmeetings of the board of directors orequivalent governing body; or(v) any other arrangement similar toany of the above.(f) Related company means anothercompany which is: (a) its parent or holdingcompany; (b) its subsidiary or affiliate; or(c) a corporation where a QB/trust entityor its majority stockholder own suchnumber of shares that will allow/enablehim to elect at least one (1) member of theboard of directors or a partnership wheresuch majority stockholder is a partner.(g) Substantial or major shareholdershall mean a person, whether natural orjuridical, owning such number of sharesthat will allow him to elect at least one (1)member of the board of directors of a QB/trust entity or who is directly or indirectlythe registered or beneficial owner of morethan ten percent (10%) of any class of itsequity security.(h) Majority stockholder or majorityshareholder means a person, whethernatural or juridical, owning more than fiftypercent (50%) of the voting stock of a QB/trust entity.Non-Filipino citizens may becomemembers of the board of directors of a QB/trust entity to the extent of the foreignparticipation in the equity of said QB/trustentity: Provided, That pursuant to Section23 of the Corporation Code of thePhilippines (BP Blg. 68), a majority of theQ Regulations Manual of Regulations for Non-Bank Financial InstitutionsPart I - Page 26