Corporate Governance: Roles and Structures of Persons in Control, Study notes of Law

Download Corporate Governance: Roles and Structures of Persons in Control and more Study notes Law in PDF only on Docsity! Persons Vested with Corporate Governance (An Introduction ) 3 levels of control in the corporate hierarchy: 1. the Board of Directors or Trustees They are responsible for corporate policies and the general management of the business and affairs of the corporation 2. the Officers In theory, they execute the policies laid down by the board In practice, they often have wide latitude in determining the course of business operations 3. The stockholders or members They have residual power of fundamental corporate changes Note: BOD can delegate its function to the officers and also to committees appointed by it. Corporate Officers RA 11232 provides for the minimum composition of corporate officers as follows: Notes: 1. A president, who shall be a director 2. A treasurer who may or may not be a director 3. A secretary who shall be a resident and citizen of the Philippines, and 4. Such other officers as may be provided for in the By- laws e The corporate officers must be formally elected and organized by the directors immediately after their election. e Any two (2) or more positions may be held concurrently by the same person, except that no one