What are the mandatory composition and specific restrictions placed upon the powers of an Executive Committee?
The board may create an executive committee if authorized by the bylaws, and this committee must be composed of at least three (3) directors (SEC. 34, Revised Corporation Code of the Philippines). The committee may act on specific matters delegated to it by the bylaws or by a majority vote of the board of directors. However, its delegated powers are expressly limited and cannot include actions for which shareholder approval is required, the filling of board vacancies, or the amendment or repeal of bylaws. Furthermore, the executive committee is restricted from amending or repealing any board resolution which by its express terms is non-amendable, and it cannot distribute cash dividends to shareholders.
30 October 2025
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