What is a mandatory provision the bylaws must include regarding independent directors?
Among the matters a private corporation may provide in its bylaws, there is a mandatory guideline concerning independent directors (SEC. 46, Revised Corporation Code of the Philippines). The bylaws must specify the maximum number of other board representations that an independent director or trustee may have. This maximum number is vital for protecting the independence of these directors, and it must in no case exceed the specific number prescribed by the SEC. The bylaws must also contain guidelines for setting the compensation of directors, trustees, and officers.
02 November 2025
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