Disqualifications of the Board of Directors

I. Permanent Disqualifications

1.) Convicted by final judgment or order by competent judicial /administrative of any crime that:

a.)  Involves the purchase and sale of securities under the Securities Regulations Code

b.) Comes from the person's conduct as and underwriter, broker, dealer, investment adviser, principal, distributor, mutual fund dealer, futures commission merchant, commodity trading adviser or floor broker

c.) Caused by his fiduciary relationship with a bank, quasi-bank, trust company, investment house or a person affiliated with any of them

2.) Any person by reason of misconduct, after hearing, is permanently prohibited by final judgment/order of the commission (the SEC) or any court/administrative body with competent jurisdiction from:

a.) Acting as an underwriter, broker, dealer, investment adviser, principal distributor, mutual fund dealer, futures commission merchant, commodity trading adviser or floor broker

b.) Acting as director/officer of a bank, quasi-bank, trust company, investment house or investment company

c.) Continuing/engaging in any conduct/practice in any of the capacities in (a) and (b) or willfully violating the laws on banking activities and securities

3.) Anyone who is currently a subject of an order of the SEC or any court or administrative body denying, revoking or suspending any registration, license or permit issued to him under the Corporation Code, Securities Regulations Code or any other law administered by the SEC or Central Bank or any rule or regulation issued by the Central Bank or SEC; has been prohibited from engaging in any activity involving securities or banking; or if currently the subject of an effective order of a self-regulatory organization suspending or expelling him from membership, participation or association with a member or participant of the organization

4.) Anyone convicted by final judgment or order from court or a competent administrative body of a crime involving moral turpitude, fraud, embezzlement, theft, estafa, misappropriation, forgery, bribery, false affirmation perjury or other fraudulent acts

5.) Anyone found guilty by final judgment/order from the court, SEC or competent administrative body of willfully violating, aiding, abetting, counseling or procuring the violation of any provision of the Corporation Code, Securities Regulations Code, or any other law, rule or regulation administered by the the SEC or Central Bank

6.) Anyone who was elected as an independent director and later becomes an officer, employee or consultant of the same corporation

7.) Anyone who is judicially declared insolvent

8.) People found guilty by final judgment/order from a foreign court or equivalent financial regulatory authority of acts, violations or misconduct similar to any of the acts mentioned

9.) Conviction by final judgment of s crime punishable by a prison term of more than 6 years or violation of the Corporation Code committed within 5 years before the date of his election/appointment

II. Temporary Disqualifications

1.) Refusal to comply with the disclosure requirements and implementing rules and regulations of the SEC (remains in force as long as the refusal to comply is still ongoing)

2.) Absence in more than 50% of all regular and special meetings of the board during his incumbency, any 12-month period during that incumbency or absence due to illness, death in the immediate family or serious accident (the disqualification applies for purposes of the succeeding election)

3.) Dismissal or termination for cause as director of any corporation covered by the Corporation Code (remains in effect until he's cleared from involvement in the cause that caused his dismissal or terminations (read: it wasn't his fault)

 

4.) If the beneficial equity ownership of an independent director in a corporation or its subsidiaries exceeds 2% of its subscribed capital stock (remains until the limit is complied with)

5.) If any of the orders or judgments cited in the grounds for permanent disqualification aren't final yet

Temporarily disqualified directors have 60 days from date of disqualification to take appropriate action to remedy or correct  the disqualification. Failure or refusal due to unjustified reasons will make the disqualification permanent.