Guide to the Magna Carta for Micro Small and Medium Enterprises

to assist MSMEs in all areas, including but not limited to finance andinformation services, training and marketing.Sec. 2. Board of Directors. The SB Corporation’s corporate powers shall bevested on a Board of Directors composed of eleven (11) members which shallinclude the following:a) The Secretary of the Department of Trade and Industry;b) The Secretary of the Department of Finance;c) A private sector representative to be appointed by the President ofthe Republic of the Philippines upon the recommendation of the MSMEDCouncil;d) Seven (7) representatives of the SB Corporation common stockshareholders who shall be elected based on proportional distribution, inaccordance with Section 24 of the Corporation Code; ande) The President of the SB Corporation as ex officio member and to serveas Vice Chairperson of the Board.Sec. 3. Appointment of the Chairperson of the Board. The President of thePhilippines shall appoint the Chairperson of the Board from among itsmembers.Sec. 4. Election of the Seven (7) Directors from SB Corporation CommonStock Shareholders. In the election of the seven (7) directors from the SBCorporation’s common stock shareholders, there must be present, either inperson or by representative authorized to act by written proxy, the owners ofthe outstanding capital stock. The election must be by ballot if requested byany voting stockholder. Every stockholder is entitled to vote shall have theright to vote by its authorized proxy the number of shares of stock standing inits name on the stock books of the SB Corporation at the time of the election.The stockholders may vote such number of shares for as many persons asthere are directors to be elected or it may cumulate said shares and give onecandidate as many votes as the number of directors to be elected multipliedby the number of its shares shall equal, or it may distribute them on thesame principle among as many candidates as it shall see fit: Provided, Thatthe total number of votes cast by it shall not exceed the number of sharesowned by the entity so represented as shown in the books of the SBCorporation multiplied by the whole number of directors to be elected.Candidates receiving the highest number of votes shall be declared elected.Any meeting of the stockholders called for an election may adjourn from dayto day or from time to time, but not indefinitely if, for any reason, no electionis held, or if there are not present or represented by proxy, at the meeting, the40