Guide to the Magna Carta for Micro Small and Medium Enterprises

owners of the outstanding capital stock.The proxy so authorized shall notify the Board Secretariat that the former isthe duly authorized representative of the common share holders by presentinghis or her written proxy at least 30 days before the date of stockholdersmeeting.Thereafter, the elections of the seven (7) directors from the SB Corporationcommon stock shareholders shall be held annually on such date and placeas may be provided for under SB Corporation’s amended By-Laws.Sec. 5. Term. All members of the Board so appointed, except for the exofficiomembers, shall serve for a term of three (3) years without reappointment.The person so appointed to replace a member of the Board who has resigned,died, or been removed for a cause shall serve only for the unexpired portion ofthe term.Sec. 6. Powers and Authorities of the Board. The Board of Directors shallhave, among others, the following specific powers and authorities:a) formulate policies necessary to carry out effectively the provisions ofRA 6977, as amended by RA 9501, and to prescribe, amend, and repealby-laws, rules and regulations for the effective operations of the SBCorporation;b) establish such branches, agencies, and subsidiaries as may be deemednecessary and convenient, provided that such subsidiaries are related toits core competencies and using internally generated funds;c) compromise or release, in whole or in part, any claim or liabilitywhatsoever for or against the SB Corporation, including interest, penalties,fees, and/or other charges in accordance to its own by-laws and BSPRules;d) fix the features of non-voting preferred shares in compliance primarilywith RA 9501 and suppletorily by the Corporation Code, which shall beprinted on the stock certificates evidencing the same;e) exercise all such other powers as may be necessary or incidental tocarry out the SB Corporation’s purposes; andf) notwithstanding the provisions of RA 6758 and Compensation CircularNo. 10, series of 1989 issued by the DBM, the Board shall have theauthority to provide for the organizational structure and staffing pattern ofSB Corporation and to extend to the employees and personnel thereofsalaries, allowances, and fringe benefits similar to those extended to41