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Table of Contents

01 EVOLUTION
AND DEFINITION
02 PURPOSE

ROLES OF THE
03 OWNERSHIP AND
CONTROL
04 BOARD OF
DIRECTORS
 01
EVOLUT
ION
AND
DEFINIT
IO N
The Evolution of Corporation

Corporate
The 'personhood'
The American
Globalization revolution
first corporations
Corporations
In
The America,
power astransnational
we knowwas
resentment them came to is
brewing
Prior to theof17th century, the corporations
first
being in than
against
greater Britain
British
thatwith
rule, an 1844
including
of created
many Act
nation-states.
corporations were in Europe as
allowing them to define
corporations their owncolonies
not-for-profitthat ran American
entities to build institutions,
purpose.
with
such ruthless monopoly
as hospitals powers. for the
and universities,
public good.
Free trade
Ending colonial monopoly
Unchecked
After capitalism ran rampant, and
Independence,
Colonial companiesAmerican
bycorporations,
the end of the 19th
like thecentury
British railroad
Only in the 17th century did companies
making
tycoons
before and robber barons were perform
in charge
moneythem,
becomewere chartered
a major focustofor
ofspecific
monopolies
publicand cartels. - digging canals,
functions
corporations. 
building bridges.
A corporation is an artificial being created
by operation of law, having the right of
succession and the powers, attributes and
properties expressly authorized by law or
incident to its existence (Republic Act
11232).
 02
PURPOS
E OF
CORPOR
ATION
The Business Roundtable’s The Purpose of a Corporation

Delivering value to Investing in our Dealing fairly and

our customers. employees. ethically with our
suppliers.

Supporting the
Generating long-term
communities in which
value for shareholders
we work
 03
OWNER
S H IP
AND C O
NTROL
CORPORATE STRUCTURE OF THE PH

There are two types of corporations in the Philippines, 

domestic corporations and one person corporations. Regardless of the
type, the corporate structure consists of the following:

• Shareholder(s)
• Director(s)
• Corporate Officers

• President

• Treasurer

• Corporate Secretary
 04
ROLES O
F
BOARD
OF
DIRECT
ORS
 Qualifications of the Board of Directors
1. A director must own at least one share
2. A majority of the directors must be residents of the Philippines
3. A director must not have been convicted by final judgment of an offense punishable by imprisonment for a
period exceeding six years, or a violation of the Corporation Code, committed within five years prior to the
date of his election
4. The by-laws of the corporation can require a director to have other qualifications and prescribe
disqualifications. As an example of the latter, the by-laws can prohibit a stockholder who holds a
substantial interest in a competing corporation from being elected as director.

5. A director must be at least 25 years old at the time of his election, and
6. A director must be at least a college graduate or have at least five years of experience in business, or have
undergone training in banking acceptable to the appropriate supervising and examining department of the BSP.
 Roles of the Board of Directors

Brenda Hanlon, in In Boards We Trust, suggests the following duties;

1. Provide continuity for the organization

2.  Select and appoint a chief executive
3. Govern the organization by broad policies and objectives
4. Acquire sufficient resources for the organization's operations
5. Account to the stockholders (in the case of a for-profit) or public (in the case of a nonprofit) for the
products and services of the organization and expenditures
 Roles of the Board of Directors

According to the Corporation Code of the Philippines,

1. To exercise utmost good faith in all transactions relating to their duties to the corporation and its property,
and in their dealings with and for the corporation they are held to the same strict rule of honesty and fair
dealing between themselves and their principal as other agents.
2. To act for the benefit of the corporation and not for their own benefit.
3. Not to profit as individuals by virtue of their position.
4. To ensure that profits received by them from the company’s property or business revert to the company
and to hold the same as trustees for the benefit of the corporation and its stockholders.
5. Not to acquire an interest adverse to that of the corporation, while acting for the corporation or when
dealing individually with third persons.
 Mobile Web Mockup
Harrison, J. S., Phillips, R. A., & Freeman, R. E.
(2020). On the 2019 Business Roundtable
“Statement on the Purpose of a
Corporation”. Journal of Management, 46(7), 1223-
1237.

Korten, D. C. (1995). When Corporations Rule the

World (Earthscan, London). The Ethics of
International Transfer Pricing, 381, 96-10.

Kaplan, J. (1999). The short history of

corporations. Terrain.

Zeitlin, M. (1974). Corporate ownership and control:

The large corporation and the capitalist
class. American journal of Sociology, 79(5), 1073-
1119.
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