DDB Group Philippines

DDB Group
Philippines
A Global Network
with Over 200 offices
in 96 countries
North America Europe
United States
Middle East Asia/Pacific
Austria Macedonia
Canada Netherlands
Africa Australia
Belarus Bahrain China
Belgium Norway
Cyprus Guam
Bulgaria Poland
Latin America Portugal
Egypt Hong Kong
Croatia Israel India
Argentina Panama
Cyprus Romania Ghana
Belize Paraguay Indonesia
Czech Republic Russia Ivory Coast
Bolivia Peru Japan
Denmark Slovak Republic Jordan
Brazil Puerto Rico Korea
Estonia Slovenia Kenya
Chile Trinidad & Tobago Malaysia
Finland Spain Kuwait
Colombia Uruguay Nepal
France Sweden Lebanon
Costa Rica Venezuela New Zealand
Germany Switzerland Morocco
Dominican Rep. Pakistan
Greece Turkey Nigeria
Ecuador Philippines
Hungary UK Oman
El Salvador Singapore
Ireland Ukraine Saudi Arabia
Guatemala South Africa Sri Lanka
Italy Yugoslavia
Honduras Tunisia Taiwan
Latvia Thailand
Mexico U.A.E
Lithuania Vietnam
Nicaragua Zimbabwe 2
Is the worlds most creative
and effective network
Won more awards than any other network in the history of

International Cannes Advertising Festival
Won the most Effectiveness Awards since 1999

#1 Network of The Year - EUROBEST 2014 (EMEA)
#1 Network of The Year - MUMBRELLA AWARDS (APAC)
#2 Network of The Year - SPIKES 2014 (APAC)
#2 Network of The Year - EL OJO 2014 (LATIN AMERICA)
#3 Network of The Year - CANNES 2014
#1 EMEA Regional Network of The Year - CANNES 2014
#3 APAC Regional Network of The Year - CANNES 2014
#3 NORTH AMERICA Regional Network of The Year - CANNES 2014
3
Creative
Digital
Media
And Affiliates PR
Field Marketing,
Promotions
& Activations
Shoppers Mktg.
Printing
1. The Board of Directors is
the governing body for a
company. All major decisions
are ratified by the Board.
5
2. As provided in the by-laws,
BOD meetings are held at least
once a year but may be held at
any time in case of urgent
circumstances.
3. Usual matters included in the
meeting agenda:
The Companys business plans
Annual financial statements
Adoption or amendment of an
internal control system
Appointment of external auditor
Lending funds to other entities
4. The Board meets for any
urgent circumstances or
legitimate reasons and
discusss matters that need
resolution.
8
5. The Chairman may
announce to end the discussion
of any resolution and go into
voting if the Chairman deems it
appropriate for voting.
6. As determined by the Chairman,
the method of voting may either be
by showing of hands, by voicing of
votes or by casting ballots.
1. Opening of
Bank Account
1. Opening of bank account
The board discussed and

identified the bank it wants to
develop a business relationship
with the Company.
12
The board appointed the

authorized signatories to sign
on behalf of the corporation.
13
The proposal was moved to a

vote and upon inquiry of the
Chair, all directors in
attendance voiced no objection,
the proposal was deemed
approved.
14
2. Transfer of
the Company
office from
Makati Central
Business District
to Bonifacio
Global City
2. Transfer of the Company office from Makati Central Business District to Bonifacio
Global City
Three members of the Board

objected to move the Company
office to BGC because Makati is
the Countrys business capital,
most Clients offices are in Makati
and rental cost will increase.
Global City
The Chairman of the Board

pointed out that BGC is a rising
business hub, there is lesser
traffic, the building is new, and
the opportunity to start fresh with
a new office.
Global City
The proposal was moved to a

vote and since there are those in
attendance who have an
objection, the Chairman solicited
multiple opinions on which to
make a decision by show of
hands.
Global City
Through a majority vote (4-3), the

Board resolved to transfer the
Company office from Makati CBD
to BGC.
3. Company to
purchase Real
Property in
Quezon City
20
3. Company to purchase Real Property in Quezon City
A member of the board objected to the

purchase of a Real Property located in
Quezon City on the basis that the cash
required to purchase the property will
affect the cash flow of the Corporation. It
was also pointed out that the Property is
in a semi commercial area and the
Company has no business acquiring that
type of property.
Another director showed support to the

proposal to acquire the QC property
stating the fact that the Company can
benefit in the acquisition in the long run.
The property is being sold at a
significant discount; the production
house of the Company can move its
office to the property thereby generating
rental income and reducing the
production houses rental expense.
3. Company will purchase Real Property in Quezon City
The Chair moved the proposal to

a vote and solicited opinions to
make a decision by roll call vote.
Through majority vote (6-1), the

Board resolved to acquire the QC
property
4. Increase of
capitalization
from 15M to
100M
25
4. Increase of capitalization from 15M to 100M
The Companys biggest Client

requested for the increase of
capitalization from 15M to 100M in
compliance to their corporate
governance handbook. Accordingly,
a special Board of Directors
meeting was arranged to discuss
the Clients request.
26
Two directors objected to the

motion and expressed concern
relative to shelling out 85Million
by the shareholders to comply
with the request of the Client.
27
A director proposed to invite new

investors who will shell out the
needed additional P85Million, in
effect diluting the other
shareholders ownership in the
Company.
28
The director CFO proposed to

convert existing (and long
outstanding) cash advances by
the Chair to the Company to
equity thus eliminating the
shelling out of cash and
effectively fortifying his
ownership.
29

make a decision by show of
hand.
30
Through majority vote (4-2-1),

the Board resolved to convert
Debt to Equity to comply with the
Clients request to increase the
Companys capitalization from
15M to 100M.
31
6. Sale of a
Profitable
Company
32
6. Sale of a Profitable Company
A foreign entity has expressed

interest in acquiring Subsidiary
Company at 10x PBT.
The Chairman explained that it is

the best time to sell because the
multiplier is acceptable and the
Company needed the cash to
clear out all existing debts with the
suppliers.
Two directors objected to the

proposal to sell the Subsidiary
because it is profitable and they
deemed the offer to be low.
One director objected to the sale

because he believes that the sharing of
the proceeds of the sale is unfair. That
his ownership should be higher than the
rest although the SEC documents state
otherwise. That he claims to be the one
who founded the Subsidiary regardless
of the fact that he did not contribute a
single cent to the capitalization.

make a decision by roll call vote.
Through majority vote (4-2-1), the

Board resolved to sell the
Subsidiary Company and appoint
the CEO to sign all necessary
documents to effect the sale.
THANK YOU
39

DDB Group Philippines

Uploaded by

Document Information

Original Title

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

DDB Group Philippines

Uploaded by

Copyright:

Available Formats

DDB Group

Won more awards than any other network in the history of

Won the most Effectiveness Awards since 1999

The board discussed and

The board appointed the

The proposal was moved to a

Three members of the Board

The Chairman of the Board

The proposal was moved to a

Through a majority vote (4-3), the

A member of the board objected to the

Another director showed support to the

The Chair moved the proposal to

Through majority vote (6-1), the

The Companys biggest Client

Two directors objected to the

A director proposed to invite new

The director CFO proposed to

The Chair moved the proposal to

Through majority vote (4-2-1),

A foreign entity has expressed

The Chairman explained that it is

Two directors objected to the

One director objected to the sale

The Chair moved the proposal to

Through majority vote (4-2-1), the

You might also like