BOARD APPOINTMENTS

WHAT WE LOOK FOR

Under Republic Act No. 10149, "All members of the Board, the CEO and other officers of the GOCCs, including appointive directors in subsidiaries and affiliate corporations, shall be qualified by the Fit and Proper Rule," defined as "the standards for determining whether a member of the Board of Directors/Trustees or CEO is fit and proper to hold a position in a GOCC which shall include, but not be limited to, standards of integrity, experience, education, training and competence." As such, any individual who wishes to be part of the Pool of Candidates of the GCG shall possess the following qualifications and none of the disqualifications.

QUALIFICATIONS

(a) Be a Filipino Citizen; (b) Be at least thirty (30) years of age at the time of appointment to the Governing Board, except when the Charter or By-Laws requires a higher minimum age, which requirement shall prevail; (c) Be of good moral character, of unquestionable integrity, and of known probity; (d) Have a college degree, with at least five (5) years relevant work experience, except for a sectoral representative who only needs to be a bona fide member of the indicated sector or the association being represented as provided for in the Charter or By-laws; (e) Possess management skills and competence preferably relating to the operations of the GOCC to which he/she is appointed; and (f) Have attended, or will attend within three (3) months from the date of appointment, a special seminar on public corporate governance.

DISQUALIFICATIONS
Without prejudice to specific provisions of law, rules and regulations of Supervising Agencies prescribing disqualifications for Appointive Directors, the following are the disqualification rules for Appointive Directors and Chief Executive Officers (CEOs):
Permanent Disqualifications. The following individuals are permanently disqualified from appointment or re-appointment, or to continue holding the position of Appointive Director or CEO in any GOCC, as the case may be:

i. A Director or Officer for his/her own account or as the representative or agent of others or where he/she acts as a guarantor, endorser or surety for loans from such institutions; ii. The spouse or child under the parental authority of the Director or Officer; iii. Any person whose borrowings or loan proceeds were credited to the account of, or used for the benefit of a Director or Officer; iv. A partnership in which a Director or Officer, or his/her spouse, is the managing partner or a general partner owning a controlling interest in the partnership; and v. A corporation, association or firm wholly-owned or majority of the capital of which is owned, by any or a group of persons mentioned in the foregoing Items (i), (ii) and (iv).

1. Persons who have been convicted by final judgment of a court or tribunal of:

  1. A crime or offense involving dishonesty or breach of trust such as, but not limited to, estafa, embezzlement, extortion, forgery, malversation, swindling, theft, robbery, falsification, or bribery violation of the Bouncing Checks Law, the Anti-Graft and Corrupt Practices Act, prohibited acts and transactions under Section 7 of the Code of Conduct and Ethical Standards for Public Officials and Employees, violation of banking laws, rules and regulations; Provided, however, that when the penalty imposed in the final judgment of conviction is censure or reprimand, the GCG shall determine from the terms of the judgment whether it shall constitute a ground for permanent or temporary disqualification; ii. A crime or offense where the sentence imposed is a term of imprisonment of at least six (6) years and one (1) day; or iii. A violation of the laws, rules and regulations particularly applicable to the sector under which the GOCC is classified, and in other related sectors;

2. Persons who have been judicially declared insolvent, spendthrift or incapacitated to contract; 3. Directors, CEOs and Officers of GOCCs who have been:

  1. found by a competent administrative body as administratively liable for violation of laws, rules and regulations particularly applicable to the sector of the GOCC concerned, as well as those covered by related sectors, and where a penalty of removal from office is imposed, which finding of the administrative body has become final and executor; ii. determined by the Commission on Audit (COA) pursuant to a Notice of Disallowance which has become final and executor, to have, by virtue of their office, acquired or received a benefit or profit, of whatever kind or nature including, but not limited to, the acquisition of shares in corporations where the GOCC has an interest, using the rights, options or properties of the GOCC for their own benefit, receiving commission on contracts from the GOCC\'s assets, or taking advantage of corporate opportunities of the GOCC; or iii. found to be culpable for a GOCC\'s insolvent, closure, or ceasure of operations, as determined by the GCG in consultation with the appropriate Government Agency;

3. Directors and Officers of private corporations, or any person found by the GCG in consultation with the appropriate Government Agency, to be unfit for the position of Appointive Director because they were found administratively liable by such Government Agency for:

  1. A violation of laws, rules and regulations relevant to the sector of the GOCC concerned, as well as in related sectors; or ii. Any offense/violation involving dishonesty or breach of trust; and which finding of such Government Agency has become final and executor.

Temporary Disqualifications. The following individuals are temporarily disqualified from appointment or re-appointment, or to continue holding the position of Appointive Director or CEO in any GOCC, as the case may be, thus:

  1. Persons who refused or failed to fully disclose the extent of their business interest or any Material Information to the GCG, the appropriate Government Agency or the GOCC concerned, when required pursuant to the requirements of the Securities Regulation Code, the Corporation Code of the Philippines, or any other relevant provision of law, as well as when required by a circular, memorandum, rule or regulation, applicable to such institutions and such disqualification shall be in effect as long as the refusal or failure persists;
  2. Appointive Directors who have been absent or who have not participated for whatever reason in more than fifty percent (50%) of all meetings, both regular and special, of the Board during the immediately preceding semester, or who have failed to attend for whatever reasons at least twenty-five percent (25%) of all board meetings in any year; Provided, however, that such temporary disqualification applies only for purposes of the immediately succeeding appointment process for a new Term of Office;
  3. 3. Persons who are delinquent in the payment of their obligations as defined hereunder:
    • a. (c-1) Delinquency in the payment of obligations means the failure to pay according to the terms of the contracted obligation with a GOCC, Subsidiary or Affiliate or with a private corporation, within at least sixty (6) days from formal demand.
    • b. (c-2) Obligations shall include all borrowings obtained by: c. (c-3) Such temporary disqualification shall be in effect as long as the delinquency persists.
  4. Persons who have been convicted in the first instance by a court for:
    • i. Any offense involving dishonesty or breach of trust such as, but not limited to, estafa, embezzlement, extortion, forgery, malversation, swindling, theft, robbery, falsification or bribery; ii. A violation of the Bouncing Checks Law, the Anti-Graft and Corrupt Practices Act, prohibited acts and transactions under Section 7 of the Code of Conduct and Ethical Standards for Public Officials and Employees; iii. A violation of banking laws, rules and regulations; or iv. An offense where the penalty imposed is to serve a maximum term of imprisonment of more than six (6) years;
    but whose conviction has not yet become final and executor; Provided, however, that such temporary disqualification shall automatically cease upon receipt by the GCG of a certified true copy of a judgment amounting to an acquittal; 5. Directors and Officers of private corporations which have been officially declared insolvent, dissolved or closed, pending their clearance by the GCG in consultation with the appropriate Government Agency; 6. Directors disqualified for failure to observe/discharge their duties and responsibilities prescribed under the Ownership and Operations Manual Governing the GOCC Sector, the Code of Corporate Governance for GOCCs, their representative manuals of corporate governance adopted by the GOCCs, or existing rules and regulations of the GCG; and such temporary disqualification applies until the lapse of the specific period of disqualification or upon approval by the GCG of such Directors\' appointment/reappointment; 7. Directors who failed to attend within three (3) months from their appointment and assumption of office the public corporate governance seminar for Directors conducted by the GCG or any individual/entity accredited by the GCG; Provided, however, that such disqualification shall cease when the Director concerned has submitted to the GOCC an official certification that he/she has attended such seminar; 8. Persons dismissed/terminated from employment for just cause; Provided, however, that such temporary disqualification will cease when they have cleared themselves of involvement in the alleged irregularity; 9. Persons who are under preventive suspension, whether it be in the government service or in private sector service; Provided, however, that GCG shall determine from the cause for the preventive suspension whether it shall constitute a ground for temporary disqualification; 10. Persons with derogatory records as certified by, or on the official files of, the Judiciary, the National Bureau of Investigation (NBI), the Philippine National Police (PNP), the Ombudsman, quasi-judicial bodies, other government agencies, international police, monetary authorities and similar agencies or authorities of foreign countries, for irregularities or violations of any law, rules and regulations that would adversely affect the integrity of the Director, CEO or Officer, or the ability to effectively discharge his/her duties; and this disqualification applies until they have cleared themselves of the alleged irregularities/violations, or after a lapse of five (5) years from the time the complaint, which was the basis of the derogatory record, was initiated; Provided, however, that GCG shall determine from the nature of the derogatory record whether it shall constitute a ground for temporary disqualification; 11. Director and Officers of private corporations or GOCCs found by the appropriate Government Agency as administratively liable for violation of laws, rules and regulations relevant to the sector of the GOCC, as well as in related sectors, where a penalty of suspension from office or fine is imposed, regardless whether the finding of the appropriate Government Agency is final and executor or pending appeal before the appellate court; and such disqualification shall be in effect during the period of suspension or so long as the fine is not fully paid; or 12. Persons with conflict of interest as defined under the Code of Conduct and Ethical Standards for Public Officials and Employees, and its Implementing Rules and Regulations; and this disqualification applies until the conflict of interest is resolved.

TERMS OF APPOINTMENT

TERM OF OFFICE


As provided under Section 17 of R.A. No. 10149, the term of office of each Appointive Director shall be for one (1) year, unless sooner removed for cause: Provided, however, That the Appointive Director shall continue to hold office until the successor is appointed.

PERFORMANCE EVALUATION


In accordance with Section 17 of R.A. No. 10149, an Appointive Director may be nominated by the GCG for reappointment by the President only if one obtains a performance score of above average or its equivalent or higher in the immediately preceding year of tenure as Appointive Director based on the criteria for Appointive Directors for the GOCC.

ATTENDANCE TO SEMINAR ON PUBLIC CORPORATE GOVERNANCE


Within three (3) months from date of appointment, an Appointive Director is required to attend a seminar on public corporate governance conducted by accredited training providers of the GCG.

APPOINTMENT PROCESS

The Supervising Agency/Parent GOCC will submit to the GCG a list of nominees for the GOCC Governing Boards in accordance with GCG M.C. No. 2012-04. The submitted nominees will undergo another level of screening by the GCG Search Committee. Once the nominees are found to be qualified, they will be included in the shortlist of nominees to be submitted to the President of the Philippines for his approval and signature.

Below is the screening process of the GCG Search Committee:

HOW TO APPLY

Individuals who wish to be part of the Pool of Candidates may register through the Appointive Director's Data Form (ADDF)