113-664: Clark , officially known as the Clark Freeport and Special Economic Zone ( CFEZ ) and Clark Development Corporation (CDC) , refers to an area in Central Luzon , Philippines . The CFEZ in Pampanga covers portions of the cities of Angeles and Mabalacat and portions of the town of Porac while parts of the area in Tarlac include portions of the towns of Capas and Bamban, Tarlac . The CFEZ divided into two areas,
226-448: A business , a nonprofit organization , or a government agency . The powers, duties, and responsibilities of a board of directors are determined by government regulations (including the jurisdiction's corporate law ) and the organization's own constitution and by-laws . These authorities may specify the number of members of the board, how they are to be chosen, and how often they are to meet. In an organization with voting members,
339-441: A quorum must be present before any business may be conducted. Usually, a meeting which is held without notice having been given is still valid if all of the directors attend, but it has been held that a failure to give notice may negate resolutions passed at a meeting, because the persuasive oratory of a minority of directors might have persuaded the majority to change their minds and vote otherwise. In most common law countries,
452-714: A 14-million passenger capacity by 1998 but this plan did not come to fruition as projected. On June 14, 1996, the CSEZ was expanded with the addition of the Sacobia area, which includes lands from Mabalacat , Pampanga and Bamban, Tarlac , through Ramos' Proclamation No. 805. The CSEZ was placed under the Philippine Economic Zone Authority on March 10, 2006 by then President Gloria Macapagal Arroyo through Proclamation No. 1035 granting tax and duty exemptions to export company locators operating within
565-442: A board is not a career unto itself. For major corporations, the board members are usually professionals or leaders in their field. In the case of outside directors, they are often senior leaders of other organizations. Nevertheless, board members often receive remunerations amounting to hundreds of thousands of dollars per year since they often sit on the boards of several companies. Inside directors are usually not paid for sitting on
678-515: A board, but the duty is instead considered part of their larger job description. Outside directors are usually paid for their services. These remunerations vary between corporations, but usually consist of a yearly or monthly salary, additional compensation for each meeting attended, stock options, and various other benefits. such as travel, hotel and meal expenses for the board meetings. Tiffany & Co. , for example, pays directors an annual retainer of $ 46,500, an additional annual retainer of $ 2,500 if
791-480: A board, sometimes called the board process , includes the selection of board members, the setting of clear board objectives, the dissemination of documents or board package to the board members, the collaborative creation of an agenda for the meeting, the creation and follow-up of assigned action items , and the assessment of the board process through standardized assessments of board members, owners, and CEOs. The science of this process has been slow to develop due to
904-432: A certain cause, a board of directors may have the responsibility of running the organization in between meetings of the membership, especially if the membership meets infrequently, such as only at an annual general meeting . The amount of powers and authority delegated to the board depend on the bylaws and rules of the particular organization. Some organizations place matters exclusively in the board's control while in others,
1017-504: A deal between the government and Westinghouse Electric brokered by Marcos crony Herminio Disini . The project was plagued with problems throughout construction, including location, welding, cabling, pipes and valves, permits, and kickbacks, as well as setbacks such as the decline of Marcos's influence due to bad health and PR fallout from the incident at the Three Mile Island nuclear reactor. A subsequent safety inquiry into
1130-480: A domestic market only, the presence of CEOs from global multinational corporations as outside directors can help to provide insights on export and import opportunities and international trade options. One of the arguments for having outside directors is that they can keep a watchful eye on the inside directors and on the way the organization is run. Outside directors are unlikely to tolerate "insider dealing" between inside directors, as outside directors do not benefit from
1243-536: A generous " golden parachute " which also acts as a deterrent to removal. A 2010 study examined how corporate shareholders voted in director elections in the United States. It found that directors received fewer votes from shareholders when their companies performed poorly, had excess CEO compensation, or had poor shareholder protection. Also, directors received fewer votes when they did not regularly attend board meetings or received negative recommendations from
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#17327752810751356-518: A position on the board. Shareholder nominations can only occur at the general meeting itself or through the prohibitively expensive process of mailing out ballots separately; in May 2009 the SEC proposed a new rule allowing shareholders meeting certain criteria to add nominees to the proxy statement. In practice for publicly traded companies, the managers ( inside directors ) who are purportedly accountable to
1469-526: A position that does not carry any executive authority and represents recognition of the person's corporate governorship and performance. An inside director is a director who is also an employee, officer, chief executive, major shareholder , or someone similarly connected to the organization. Inside directors represent the interests of the entity's stakeholders, and often have special knowledge of its inner workings, its financial or market position, and so on. Typical inside directors are: An inside director who
1582-416: A proxy advisory firm. The study also shows that companies often improve their corporate governance by removing poison pills or classified boards and by reducing excessive CEO pay after their directors receive low shareholder support. Board accountability to shareholders is a recurring issue. In September 2010, The New York Times noted that several directors who had overseen companies which had failed in
1695-589: A public market (a private, limited or closely held company), owned by family members (a family business), or exempt from income taxes (a non-profit, not for profit, or tax-exempt entity). There are numerous types of business entities available throughout the world such as a corporation, limited liability company, cooperative, business trust, partnership, private limited company, and public limited company. Much of what has been written about boards of directors relates to boards of directors of business entities actively traded on public markets. More recently, however, material
1808-438: A resolution of the remaining directors (in some countries they may only do so "with cause"; in others the power is unrestricted). Some jurisdictions also permit the board of directors to appoint directors, either to fill a vacancy which arises on resignation or death, or as an addition to the existing directors. In practice, it can be quite difficult to remove a director by a resolution in general meeting. In many legal systems,
1921-443: A set fraction of the board's members. The board of directors appoints the chief executive officer of the corporation and sets out the overall strategic direction. In corporations with dispersed ownership, the identification and nomination of directors (that shareholders vote for or against) are often done by the board itself, leading to a high degree of self-perpetuation. In a non-stock corporation with no general voting membership,
2034-596: A siege of the peninsula on January 7, 1942, and launched an all-out assault on April 3. The majority of the American and Filipino forces were compelled to surrender on April 9 and were forced to march more than 100 kilometers (62 mi) from Bataan to Capas , Tarlac , which became known as the Bataan Death March . After the surrenders of Bataan and Corregidor, many who escaped the Japanese reorganized in
2147-415: A single-tier board, while the chairman of the management board is reckoned as the company's CEO or managing director . These two roles are always held by different people. This ensures a distinction between management by the executive board and governance by the supervisory board and allows for clear lines of authority. The aim is to prevent a conflict of interest and too much power being concentrated in
2260-588: A smaller fighter base at Iba , both in Central Luzon. The dates of those attacks are different, however, because they took place across different sides of the International Date Line . Prior to the 1941 Japanese invasion , Bataan was a military reservation for the purpose of defending the fortress island of Corregidor . The US Army stored nearly 1,000,000 US gallons (3,800 m ) of gasoline there, along with various munitions. At
2373-767: A special economic zone. The legislation also created the Bases Conversion and Development Authority (BCDA) to facilitate the conversion process. President Fidel Ramos issued Proclamation No. 163 on April 3, 1993, creating the Clark Special Economic Zone (CSEZ) and transferring the administration of the area to the BCDA. The proclamation included the Clark Air Base and portions of the Clark reverted base lands not reserved for military use to
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#17327752810752486-414: Is dividend and how much it is, stock options distributed to employees, and the hiring/firing and compensation of upper management . Theoretically, the control of a company is divided between two bodies: the board of directors, and the shareholders in general meeting . In practice, the amount of power exercised by the board varies with the type of company. In small private companies, the directors and
2599-406: Is also an additional statutory body for audit purposes. The OECD Principles are intended to be sufficiently general to apply to whatever board structure is charged with the functions of governing the enterprise and monitoring management. The development of a separate board of directors to manage/govern/oversee a company has occurred incrementally and indefinitely over legal history. Until the end of
2712-408: Is associated with rigorous monitoring and improved corporate governance. In some European and Asian countries, there are two separate boards, an executive board (or management board) for day-to-day business and a supervisory board (elected by the shareholders and employees) for supervising the executive board. In these countries, the chairman of the supervisory board is equivalent to the chairman of
2825-416: Is becoming available for boards of private and closely held businesses including family businesses. A board-only organization is one whose board is self-appointed, rather than being accountable to a base of members through elections; or in which the powers of the membership are extremely limited. In membership organizations , such as a society made up of members of a certain profession or one advocating
2938-531: Is complete. Details on how they can be removed are usually provided in the bylaws. If the bylaws do not contain such details, the section on disciplinary procedures in Robert's Rules of Order may be used. In a publicly held company , directors are elected to represent and are legally obligated as fiduciaries to represent owners of the company—the shareholders /stockholders. In this capacity they establish policies and make decisions on issues such as whether there
3051-413: Is considered to be comparatively weak due to the limited time they can dedicate to this task. Overconfident directors are found to pay higher premiums in corporate acquisitions and make worse takeover choices. Locally rooted directors tend to be overrepresented and lack international experience, which can lead to lower valuations, especially in internationally oriented firms. Directors' military experience
3164-457: Is employed as a manager or executive of the organization is sometimes referred to as an executive director (not to be confused with the title executive director sometimes used for the CEO position in some organizations). Executive directors often have a specified area of responsibility in the organization, such as finance, marketing, human resources, or production. An outside director is a member of
3277-590: Is set to rise in the area as Clark Central Business District and it will create more than 170,000 jobs. The Clark Development Corporation (CDC) consists of a Board of Directors whose members are appointed by the President of the Philippines , based on the recommendations of the Governance Commission for Government-Owned or -Controlled Corporations (GCG) . Atty. Edgardo Pamintuan Sr. Since
3390-408: Is that in large public companies it is upper management and not boards that wield practical power, because boards delegate nearly all of their power to the top executive employees, adopting their recommendations almost without fail. As a practical matter, executives even choose the directors, with shareholders normally following management recommendations and voting for them. In most cases, serving on
3503-459: Is that the board tends to have more de facto power. Most shareholders do not attend shareholder meetings, but rather cast proxy votes via mail, phone, or internet, thus allowing the board to vote for them. However, proxy votes are not a total delegation of the voting power, as the board must vote the proxy shares as directed by their owner even when it contradicts the board's views. In addition, many shareholders vote to accept all recommendations of
Clark Freeport and Special Economic Zone - Misplaced Pages Continue
3616-419: Is the city with the most population while Angeles City is the most densely populated city in the region. Tarlac City is the largest based on land area. The native languages of Central Luzon are: Eighty percent of the population of Central Luzon is Roman Catholic . Other religions represented are Protestants (including Evangelicals), Islam, Iglesia ni Cristo comprised significant 5% adherence and Pampanga
3729-462: Is the first ecclesiastical district of the Church, and indigenous Philippine folk religions . There are also other denominations such as Jesus Is Lord, Pentecostal Missionary Church of Christ, Ang Dating Daan, Jesus Miracle Crusade, United Methodist Church and others. Central Luzon has a gross regional domestic product (GRDP) of 2.19-trillion pesos. Bulacan and Pampanga accounted for more than half of
3842-400: The 2007–2008 financial crisis had found new positions as directors. The SEC sometimes imposes a ban (a "D&O bar") on serving on a board as part of its fraud cases, and one of these was upheld in 2013. The exercise by the board of directors of its powers usually occurs in board meetings. Most legal systems require sufficient notice to be given to all directors of these meetings, and that
3955-555: The City of San Fernando, Pampanga was designated as one of the four provincial camps to become a Regional Command for Detainees (RECAD) - designated "RECAD II" and housing detainees from Northern and Central Luzon. Other sites used as detention camps in central luzon included Camps Servillano Aquino and Camp Macabulos in Tarlac City. Detainees were subject to an extensive set of torture methods , while many others were never brought to
4068-932: The town of the same name . Nueva Ecija was created as a military district or comandancia governed by Governor-General Fausto Cruzat y Góngora in 1701, but still part of Pampanga at that time. It included huge swathes of Central Luzon, the Contracosta towns, as well as the Kalilayan area and Polillo Islands . Contracosta was the Spanish colonial name for the towns on the east coast and included towns from Mauban , Binangonan de Lampon, to El Principe. Since Contracosta & Kalilayan were part of La Laguna province at that time before including them in Nueva Ecija, they became jointly ruled by La Pampanga & La Laguna provinces. Historian Cornelio Bascara documents that
4181-617: The "Clark Freeport and Special Economic Zone". In November 2018, the BCDA and the Clark Development Corporation grouped four developments within the CFEZ namely the Clark Freeport Zone, Clark Global City , Clark International Airport , and New Clark City as "districts" under one brand dubbed as "Clark: It Works. Like A Dream". Six years later, it was announced that the planned central business district
4294-511: The 19th century, it seems to have been generally assumed that the general meeting (of all shareholders) was the supreme organ of a company, and that the board of directors merely acted as an agent of the company subject to the control of the shareholders in general meeting. However, by 1906, the English Court of Appeal had made it clear in the decision of Automatic Self-Cleansing Filter Syndicate Co Ltd v Cuninghame [1906] 2 Ch 34 that
4407-554: The Aetas. When the polities of Tondo and Maynila fell due to the Spanish, the Tagalog-majority areas grew through Tagalog migrations in portions of Central Luzon and north Mimaropa as a Tagalog migration policy was implemented by Spain. This happened again when British occupation of Manila happened in 1762, when many Tagalog refugees from Manila and north areas of Cavite escaped to Bulacan and to neighboring Nueva Ecija, where
4520-509: The American colonial government. These municipalities were a part of the homeland of the Sambal people who wanted to remain within the Zambales province. This 1903 colonial decision has yet to be reverted. The reason for transferring those towns from Nueva Ecija & Zambales to Pangasinan is because they were geographically further away from the capitals. In 1902, the district of El Príncipe
4633-564: The CEO and their direct reports (other C-level officers, division/subsidiary heads). Board structures and procedures vary both within and among OECD countries. Some countries have two-tier boards that separate the supervisory function and the management function into different bodies. Such systems typically have a "supervisory board" composed of nonexecutive board members and a "management board" composed entirely of executives. Other countries have "unitary" boards, which bring together executive and non-executive board members. In some countries there
Clark Freeport and Special Economic Zone - Misplaced Pages Continue
4746-454: The CSEZ. The Clark Development Corporation , a subsidiary of BCDA was founded to oversee the development of the area in the same year. The Metro Clark Advisory Council (MCAC) was also formed shortly as a mechanism for the CDC to coordinate with local government units in the area. The following year, President Ramos declared Clark as the future site of a "premier" civilian international airport with
4859-690: The CSEZ. The Clark economic zone lost these exemptions in 2005 after a Supreme Court ruling that these exemptions under the BCDA charter are exclusive to the Subic economic zone. The Clark Air Base area, also known as the Clark Main Zone was declared a Freeport Zone and was separated from the special economic zone through Republic Act 9400 of 2007. Since then the Freeport Zone and the Clark Special Economic Zone were considered as separate areas but collectively they are occasionally referred to as
4972-473: The Clark Freeport Zone (CFZ) and the Clark Special Economic Zone (CSEZ). The New Clark City is part of the Clark Special Economic Zone. The CFZ covers the area of the former United States Air Force facility, Clark Air Base . Most of this air base was converted to Clark International Airport and some remained under the control of the Philippine Air Force . Clark Global City is also part of
5085-517: The Clark Freeport Zone. Clark forms the hub for business, industry, aviation, education, and tourism in the Philippines as well as a leisure, fitness, entertainment and gaming center of Central Luzon . The Bases Conversion and Development Act of 1992 (Republic Act 7227) authorized the President to issue a decree converting the military reservation in the Clark area covering Angeles City , Mabalacat , and Porac , Pampanga and Capas , Tarlac into
5198-460: The Japanese until the end of the war, after which they found themselves alienated by the victorious U.S. led allied forces, most of whom had already developed the anticommunist sentiment which would mark the beginning of the Cold War . The PKP-1930 would thus resolve to reconstitute the organization as the armed wing of their revolutionary party. The battle plan of the allied efforts to liberate
5311-630: The Luzon Guerrilla Army Forces; among others. In March 1942, the Partido Komunista ng Pilipinas (PKP-1930, a predecessor of the current Communist Party of the Philippines ) likewise led in the organization of a broad united front resistance to the Japanese occupation of the Philippines called Hukbong Mapagpalaya ng Bayan , (lit. 'People's Liberation Army'). The organization operated successfully in underminng
5424-561: The Marcos dictatorship. Anyone who expressed opposition to Marcos was arrested, often without warrant, in an effort defense minister Juan Ponce Enrile would later admit was meant to "emasculate all the leaders in order to control the situation," among them Senator and Concepcion native Ninoy Aquino , whose assassination years later would galvanize the effort to oust Marcos. Since they were not charged with crimes, they were called "political detainees" instead of "prisoners." Camp Olivas in
5537-478: The Philippine economy took a sudden downwards turn known as the 1969 Philippine balance of payments crisis , which in turn led to a period of economic difficulty and a significant rise of social unrest. In central luzon, social tensions tended to coalesce around the presence of the two largest United States bases in the Philippines , the appropriation of lands for the creation of new industrial zones, and
5650-571: The Philippines from the Japanese called for invasion forces landing to the north and south of Manila, which would converge on the capital, which was the primary objective. This would mean that the Northern force, which landed in the Lingayen Gulf , would cross the Central Luzon plains to get to Manila. Clark Air Base had a notable role in the Battle of Luzon on 23 January 1944, in that it was
5763-464: The Philippines, he decreed the separation of the military- district of Nueva Ecija from the province of Pampanga and became a regular province on April 25, 1801, including the town of Baler, acquired from Tayabas. In 1818, Nueva Ecija annexed the towns of Palanan from Isabela , as well as Baler, Casiguran, Infanta (formerly called Binangonan de Lampon) and Polillo Islands from Tayabas, and Cagayan, Nueva Vizcaya , Quirino, and part of Rizal. In 1853,
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#17327752810755876-400: The Philippines. The city of San Fernando, the provincial capital of Pampanga, is designated as the regional center. Aurora was transferred from Region IV through Executive Order No. 103 in May 2002. Aurora was the sub-province created from the northern part of Quezon in 1951, named after Aurora Quezon . One obvious reason for creating the sub-province was the area's isolation from
5989-526: The Spaniards arrived and settled the Philippines, Provincia de La Pampanga was established in the largest area of Central Luzon in 1571; portion of Central Luzon was made up of Pangasinán created in 1580. The next provinces that were created out of Pampanga were Bulacan and Zambales which were both established in 1578. Baler & Casiguran became part of Kalilayan, which included modern Nueva Ecija, until Kalilayan changed its name to Tayabas in 1749, taken from
6102-547: The U.S., the directors which are available to vote on are largely selected by either the board as a whole or a nominating committee . Although in 2002 the New York Stock Exchange and the NASDAQ required that nominating committees consist of independent directors as a condition of listing, nomination committees have historically received input from management in their selections even when the CEO does not have
6215-697: The assimilation of Kapampangans to the Tagalog settlers. Kapampangans were the native residents of the northwest areas of Nueva Ecija; Pangasinan settlers moved there during early years of Spanish territorial period until the Kapampangans assimilated to the Pangasinan settlers. In the 19th century, repopulation and rice and tobacco industries caused large numbers of Ilocano settlers to move and stay in north areas of Central Luzon (Tarlac, Nueva Ecija, and Aurora) and south central Zambales; they now made up
6328-409: The biggest share of 32.7 percent. Meanwhile, Pampanga and Tarlac ranked second and third with 25.7 percent and 16.9 percent shares, respectively. In terms of the total value of Industry in the region, which amounted to PHP929.66 billion, Bulacan contributed the most with 32.7 percent share. This was followed by Pampanga with 24.3 percent share and Bataan with 17.5 percent share. Similarly, Bulacan had
6441-463: The biggest share to the PHP1.01 trillion total value of the region's Services with 26.9 percent. This was followed by Pampanga and Nueva Ecija with respective shares of 23.5 percent and 14.3 percent. Poverty incidence of Central Luzon Source: Philippine Statistics Authority Board of directors A board of directors is an executive committee that supervises the activities of
6554-404: The board is accountable to, and may be subordinate to, the organization's full membership, which usually elect the members of the board. In a stock corporation , non-executive directors are elected by the shareholders , and the board has ultimate responsibility for the management of the corporation. In nations with codetermination (such as Germany and Sweden), the workers of a corporation elect
6667-454: The board is the supreme governing body of the institution, and its members are sometimes chosen by the board itself. Other names include board of directors and advisors , board of governors , board of managers , board of regents , board of trustees , and board of visitors . It may also be called the executive board . Typical duties of boards of directors include: The legal responsibilities of boards and board members vary with
6780-492: The board of directors have historically played a major role in selecting and nominating the directors who are voted on by the shareholders, in which case more "gray outsider directors" (independent directors with conflicts of interest ) are nominated and elected. In countries with co-determination , a fixed fraction of the board is elected by the corporation's workers. Directors may also leave office by resignation or death. In some legal systems, directors may also be removed by
6893-454: The board rather than try to get involved in management, since each shareholder's power, as well as interest and information is so small. Larger institutional investors also grant the board proxies. The large number of shareholders also makes it hard for them to organize. However, there have been moves recently to try to increase shareholder activism among both institutional investors and individuals with small shareholdings. A contrasting view
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#17327752810757006-440: The board to conduct its business by conference call or other electronic means. They may also specify how a quorum is to be determined. The responsibilities of a board of directors vary depending on the nature and type of business entity and the laws applying to the entity (see types of business entity ). For example, the nature of the business entity may be one that is traded on a public market (public company), not traded on
7119-417: The board who is not otherwise employed by or engaged with the organization, and does not represent any of its stakeholders. A typical example is a director who is president of a firm in a different industry. Outside directors are not employees of the company or affiliated with it in any other way. Outside directors bring outside experience and perspectives to the board. For example, for a company that serves
7232-410: The company or organization. Outside directors are often useful in handling disputes between inside directors, or between shareholders and the board. They are thought to be advantageous because they can be objective and present little risk of conflict of interest. On the other hand, they might lack familiarity with the specific issues connected to the organization's governance, and they might not know about
7345-408: The country's external debt , despite never actually operating. In 2002, Central Luzon had the highest unemployment rate among all regions in the country at 11.3%. The region is located north of Manila , the nation's capital. Central Luzon, in addition to the neighboring province of Pangasinan , contains the largest plain in the Philippines with its agricultural plains accounting for about 40% of
7458-607: The detention centers and were simply killed in unofficial "safehouses." Others were killed in various massacres, with prominent instances in Central Luzon including incidents in Talugtug, Nueva Ecija on January 3, 1982; Pulilan, Bulacan on June 21, 1982; and Gapan, Nueva Ecija on February 12, 1982. It was also during Martial Law that construction on the Bataan Nuclear Power Plant began in Morong, in 1976, in
7571-436: The director has a right to receive special notice of any resolution to remove them; the company must often supply a copy of the proposal to the director, who is usually entitled to be heard by the meeting. The director may require the company to circulate any representations that they wish to make. Furthermore, the director's contract of service will usually entitle them to compensation if they are removed, and may often include
7684-487: The director is also a chairperson of a committee, a per-meeting-attended fee of $ 2,000 for meetings attended in person, a $ 500 fee for each meeting attended via telephone, in addition to stock options and retirement benefits. Academic research has identified different types of board directors. Their characteristics and experiences shape their role and performance. For instance, directors with multiple mandates are often referred to as busy directors. Their monitoring performance
7797-478: The division of powers between the board and the shareholders in general meaning depended on the construction of the articles of association and that, where the powers of management were vested in the board, the general meeting could not interfere with their lawful exercise. The articles were held to constitute a contract by which the members had agreed that "the directors and the directors alone shall manage." The new approach did not secure immediate approval, but it
7910-576: The earliest targets of Japanese attacks because of the presence of U.S. Military bases in the area, and also because General Douglas MacArthur 's plans for responding to the invasion involved falling back to positions in Bataan in Central Luzon, as well as the island of Corregidor which is administered by Cavite province in Southern Luzon. The hostilities of the war began with simultaneous attacks on Pearl Harbor and on Clark Field and also on
8023-537: The farmers of Central Luzon to fight the Japanese occupation, had found themselves sidelined by the new post-independence Philippine government which had taken up the fear of communist influence which marked the beginning of the cold war in the west. So they decided to extended their fight into a rebellion against the new government, only to be put down through a series of reforms and military victories by Defense Secretary , and later President, Ramon Magsaysay . Ultimately more effective than those who took up arms were
8136-526: The first major point of resistance where the japanese fought back against allied forces who had landed in Agoo , Lingayen , and other towns in along the gulf, a province north. Learning that there were Prisoners of War at risk of being murdered at a POW Camp in Cabanatuan , Nueva Ecija , 133 U.S. soldiers from the 6th Ranger Battalion and Alamo Scouts, and about 250–280 Filipino guerrillas were detatched from
8249-412: The general body of shareholders can control the exercise of powers by the articles in the directors is by altering the articles, or, if opportunity arises under the articles, by refusing to re-elect the directors of whose actions they disapprove. They cannot themselves usurp the powers which by the articles are vested in the directors any more than the directors can usurp the powers vested by the articles in
8362-483: The general body of shareholders. It has been remarked that this development in the law was somewhat surprising at the time, as the relevant provisions in Table A (as it was then) seemed to contradict this approach rather than to endorse it. In most legal systems, the appointment and removal of directors is voted upon by the shareholders in general meeting or through a proxy statement . For publicly traded companies in
8475-411: The general membership retains full power and the board can only make recommendations. The setup of a board of directors vary widely across organizations and may include provisions that are applicable to corporations, in which the "shareholders" are the members of the organization. A difference may be that the membership elects the officers of the organization, such as the president and the secretary, and
8588-616: The geographical region's area. Bordering it are the regions of Ilocos and Cagayan Valley to the north; National Capital Region , Calabarzon and the waters of Manila Bay to the south; South China Sea to the west; and the Philippine Sea to the east. Pangasinan is historico-culturally and geographically an integral part of this region, but was politically made part of the Ilocos Region by President Ferdinand Marcos on June 22, 1973. There are fifteen cities in
8701-426: The hands of one person. There is a strong parallel here with the structure of government, which tends to separate the political cabinet from the management civil service . In the United States, the board of directors (elected by the shareholders) is often equivalent to the supervisory board, while the executive board may often be known as the executive committee (operating committee or executive council), composed of
8814-446: The industry or sector in which the organization is operating. Individual directors often serve on more than one board. This practice results in an interlocking directorate , where a relatively small number of individuals have significant influence over many important entities. This situation can have important corporate, social, economic, and legal consequences, and has been the subject of significant research. The process for running
8927-615: The interrelated issues of land ownership and the working conditions of agricultural workers. With only a year left in his last constitutionally allowed term as president, Ferdinand Marcos placed the Philippines under Martial Law in September 1972 and thus retained the position for fourteen more years. This period in Philippine history is remembered for the Marcos administration's record of human rights abuses , particularly targeting political opponents, student activists, journalists, religious workers, farmers, and others who fought against
9040-868: The largest ethnic group in those areas. The Tagalog and Ilocano migrations and settlements made Tagalog the lingua franca of Central Luzon and Ilocano the lingua franca in north areas of the region and south central Zambales. Many Ilocano settlers became assimilated in the areas with the Kapampangan and Tagalog majority populations, adopting Kapampangan and Tagalog as their native language while speaking Ilocano as 2nd language. Ilocano migrations and settlements continued in modern Aurora and Nueva Ecija in U.S. territorial rule in 20th century; in Aurora, Ilocano settlers lived in Dingalan and Dipaculao . When Rafael María de Aguilar y Ponce de León took over as governor-general of
9153-470: The main spearhead to attempt to rescue the prisoners. The resulting attack on 30 January 1944 was highly successful, and is now popularly known as the "Raid at Cabanatuan." Meanwhile, the Battle at Clark Air Base lasted until the end of January, after which the allies pushed on towards Manila. After the social and economic upheavals of the war and with government institutions still in their nascent form after
9266-432: The members elect the president of the organization and the president becomes the board chair, unless the by-laws say otherwise. The directors of an organization are the persons who are members of its board. Several specific terms categorize directors by the presence or absence of their other relationships to the organization. Corporations often appoint a former senior executive and ex-board member as honorary president ,
9379-457: The mountain areas by the end of the 16th century. Kapampangans settled Aurora alongside Aetas and Bugkalots. Pangasinan people are the native settlers in northwest area of Central Luzon; Igorot people , particularly Kalanguya, Isinay, and Bugkalot, are native residents in northern area of Central Luzon, precisely present-day Nueva Ecija, with the Bugkalots also live in northwest Aurora. When
9492-479: The mountains as guerrillas still loyal to the U.S. Army Forces Far East ( USAFFE ). This included the group of Ramon Magsaysay in Zambales, which grew to a 10,000-man force by the end of the war; the 22,000-man group of Russell W. Volckmann which called itself the United States Army Forces in the Philippines - Northern Luzon ; and Robert Lapham who commanded the 14,191 man group called
9605-463: The nature of the organization, and between jurisdictions. For companies with shares publicly listed for negotiation , these responsibilities are typically much more rigorous and complex than for those of other types. Typically, the board chooses one of its members to be the chairman (often now called the "chair" or "chairperson"), who holds whatever title is specified in the by-laws or articles of association . However, in membership organizations,
9718-525: The new military district of Tayabas was separated from Nueva Ecija and included present-day Southern Quezon as well as present-day Aurora. In 1858, Binangonan de Lampon and the Polillo Islands were separated from Nueva Ecija to form part of Infanta. Between 1855 and 1885, El Principe was established as its own Military Comandancia under the rule of Nueva Ecija with its capital in Baler. In 1873, Tarlac
9831-558: The north, all the way to Pampanga in the south. The term Luções literally translates into Luzones. While there are a number of competing models of migration to the Philippines , it is generally believed that The earliest modern human migrations into the Philippine islands were during the Paleolithic , around 40,000 years ago, representing the people from whom the Aeta peoples have been believed by researchers to be descended. This
9944-664: The numerous political and labor movements who kept working towards agricultural land reform and stronger labor rights, with laborers' and farmers' protests gathering enough steam that several Philippine presidents were forced to meet with them and then concede to their demands. Among the most successful of these were the Land Justice March of the political group known as the Filipino Agrarian Reform Movement (FARM), which intended to march from Tarlac to Malacañang in 1969, although President Marcos
10057-430: The officers become members of the board in addition to the directors and retain those duties on the board. The directors may also be classified as officers in this situation. There may also be ex-officio members of the board, or persons who are members due to another position that they hold. These ex-officio members have all the same rights as the other board members. Members of the board may be removed before their term
10170-400: The original Kapampangan settlers welcomed them; Bulacan and Nueva Ecija were natively Kapampangan when Spaniards arrived; majority of Kapampangans sold their lands to the newly arrived Tagalog settlers and others intermarried with and assimilated to the Tagalog, which made Bulacan and Nueva Ecija dominantly Tagalog, many of the Tagalog settlers arrived in Nueva Ecija directly from Bulacan; also,
10283-616: The original Municipalities of Baler and Casiguran to be truly independent from Quezon Province for the first time & to reform the original La Pampanga since the Spanish occupation. The transfer of Aurora to Central Luzon opened the access of Central Luzon to Pacific Ocean. Central Luzon comprises 7 provinces , 2 highly urbanized cities , 12 component cities, 116 municipalities , 3,102 barangays † Angeles and Olongapo are highly urbanized cities ; figures are excluded from Pampanga and Zambales respectively. The Central Luzon Region has fifteen cities. San Jose del Monte
10396-401: The plant revealed over 4,000 defects. Another issues raisead regarding it was the proximity of a major geological fault line and of the then-dormant Mount Pinatubo . By March 1975, Westinghouse's cost estimate ballooned so that the final cost was $ 2.2 Billion for a single reactor producing half the power of the original proposal. The power plant would eventually would be responsible to 10% of
10509-457: The powers of the board are vested in the board as a whole, and not in the individual directors. However, in instances an individual director may still bind the company by their acts by virtue of their ostensible authority (see also: the rule in Turquand's Case ). Because directors exercise control and management over the organization, but organizations are (in theory) run for the benefit of
10622-468: The province of Bataan was established on January 11, 1757, by Governor-General Pedro Manuel Arandia out of territories belonging to Pampanga and the corregimiento of Mariveles which, at that time, included Maragondon across Manila Bay . Tagalogs migrated to east Bataan, where Kapampangans assimilated to the Tagalogs. Kapampangans were displaced to the towns near Pampanga by that time, along with
10735-434: The recognition of Philippine Independence by the international community, the first few decades after the end of the war were marked by dissatisfaction and social tension. In the largely agricultural context of Central Luzon those tensions tended to coalesce around the interrelated issues of land ownership, and the working conditions of agricultural workers. The Filipino communist Hukbalahap guerrilla movement formed by
10848-555: The region refers to its position on the island of Luzon . The term was coined by American colonialists after the defeat of the First Philippine Republic . There have been proposals to rename the current Central Luzon region into the Luzones region. The proposed name is in reference to the old name of Luzon island, Luções, which was later used to refer to the central area of the island, stretching from Pangasinan in
10961-518: The region: Balanga in Bataan; Baliwag , Malolos , Meycauayan , and San Jose del Monte in Bulacan; Cabanatuan , Gapan , Muñoz , Palayan , and San Jose in Nueva Ecija; Angeles City , Mabalacat , and San Fernando in Pampanga; Tarlac City in Tarlac; and Olongapo in Zambales. Central Luzon produces the most rice in the whole country. Excess rice is delivered and imported to other regions of
11074-419: The regional center), Tarlac , and Zambales ; and two highly urbanized cities , Angeles and Olongapo . San Jose del Monte is the most populous city in the region. The region contains the largest plain in the country and produces most of the country's rice supply, earning itself the nickname "Rice Granary of the Philippines". It is also the region to have the most number of provinces. The current name of
11187-422: The region’s economy, with shares of 27.7 percent and 24.1 percent, respectively. Meanwhile, Nueva Ecija, Bataan, Tarlac, City of Angeles, Zambales, City of Olongapo, and Aurora had shares of 13.7 percent, 11.8 percent, 8.8 percent, 6.1 percent, 4.0 percent, 2.4 percent, and 1.5 percent, respectively. PHP244.15 billion is the total value of Agriculture, forestry and fishing of Central Luzon, Nueva Ecija accounted for
11300-468: The reorganization in 2018, there are four districts in Clark. Central Luzon Central Luzon ( Filipino : Gitnang Luzon ; Kapampangan : Kalibudtarang Luzon ; Pangasinan : Pegley na Luzon ; Ilocano : Tengnga ti Luzon ), designated as Region III , is an administrative region in the Philippines. The region comprises seven provinces: Aurora , Bataan , Bulacan , Nueva Ecija , Pampanga (with its capital, San Fernando City serving as
11413-577: The rest of Quezon Province: there were no direct links to the rest of the province and much of the terrain was mountainous and heavily forested, which made the area relatively isolated, and its distance from Quezon's capital Lucena. On September 7, 1946, the Third Philippine Republic enacted Republic Act No. 14 , which renamed the province of Tayabas to Quezon , in honor of Aurora's husband & cousin Manuel Quezon . Quezon
11526-528: The secretive nature of the way most companies run their boards, however some standardization is beginning to develop. Some who are pushing for this standardization in the US are the National Association of Corporate Directors , McKinsey and The Board Group. A board of directors conducts its meetings according to the rules and procedures contained in its governing documents. These procedures may allow
11639-468: The shareholders are normally the same people, and thus there is no real division of power. In large public companies , the board tends to exercise more of a supervisory role, and individual responsibility and management tends to be delegated downward to individual professional executives (such as a finance director or a marketing director) who deal with particular areas of the company's affairs. Another feature of boards of directors in large public companies
11752-599: The southern tip of the peninsula the U.S. Navy had established a small base at the port of Mariveles. Shortly after the Japanese Army invaded the country in December 1941, the combined US and Filipino forces were being gradually overrun and General Douglas MacArthur moved his troops to the Bataan Peninsula in an attempt to hold out until a relief force could be sent from the US. Japanese forces started
11865-553: The sparsely populated valley of the Zambales region was later settled by migrants, largely from the Tagalog and Ilocos regions , leading to the assimilation of Sambals to the Tagalog and Ilocano settlers and to the modern decline in the Sambal identity and language. The same situation happened in modern Aurora, where it was repopulated by settlers from Tagalog and Ilocos regions, with other settlers from Cordillera and Isabela , and married with some Aeta and Bugkalots , this led to
11978-561: Was endorsed by the House of Lords in Quin & Axtens v Salmon [1909] AC 442 and has since received general acceptance. Under English law, successive versions of Table A have reinforced the norm that, unless the directors are acting contrary to the law or the provisions of the Articles, the powers of conducting the management and affairs of the company are vested in them. The modern doctrine
12091-448: Was established and was created from south Pangasinan and north Pampanga; this is the last province to be created in Central Luzon. In 1901, towns of Nueva Ecija , namely Balungao , Rosales , San Quintin and Umingan were annexed to the province of Pangasinan. On November 30, 1903, several municipalities from northern Zambales including Agno, Alaminos, Anda, Bani, Bolinao, Burgos, Dasol, Infanta and Mabini were ceded to Pangasinan by
12204-518: Was expressed in John Shaw & Sons (Salford) Ltd v Shaw [1935] 2 KB 113 by Greer LJ as follows: A company is an entity distinct alike from its shareholders and its directors. Some of its powers may, according to its articles, be exercised by directors, certain other powers may be reserved for the shareholders in general meeting. If powers of management are vested in the directors, they and they alone can exercise these powers. The only way in which
12317-526: Was followed by two other migration waves between 25,000 and 12,000 years ago. The latest migration wave is associated with the Austronesian peoples , circa 7,000 years ago. Kapampangans , Sambal people and the Sinauna (lit. "those from the beginning"), originated in southern Luzon , where they made contact with the migrating Tagalog settlers, of which contact between the Kapampangans and Tagalogs
12430-456: Was forced to give in to their demands early, meeting them while they were still at Camp Servillano Aquino in Tarlac City itself. The beginning months of the 1970s marked a period of turmoil and change in the Philippines, particularly in Central Luzon. During his bid to be the first Philippine president to be re-elected for a second term, Ferdinand Marcos launched an unprecedented number of foreign debt-funded public works projects. This caused
12543-536: Was most intensive. After this, the original settlers moved northward: Kapampangans moved to modern Tondo, Navotas, Bulacan, Nueva Ecija, Aurora, Pampanga, south Tarlac, and east Bataan, and Sambals to the modern province of Zambales, in turn, displacing the Aetas. The flatlands of the southern portion of Upper Pampanga (now Nueva Ecija), was a hospitable place for these new Tagalog settlers between 300 and 200 B.C. Tagalogs from southern Luzon, most specifically Cavite , migrated to parts of Bataan. Aetas were displaced to
12656-492: Was separated from Nueva Ecija and transferred to the province of Tayabas (now Quezon). The northern area which is part of the modern Dilasag and area of modern Casiguran was part of Nueva Vizcaya and also transferred to Tayabas in 1905. In 1918, the area of modern Aurora north of Baler was transferred to the authority of Nueva Vizcaya, but returned to Tayabas in 1946, when Tayabas was renamed to Quezon. Central Luzon featured prominently during World War II , becoming one of
12769-407: Was the second President of the Philippines and elected governor of Tayabas in 1906 and congressman of 1st district of Tayabas in 1907 and, along with Aurora, were natives of Baler (now capital of Aurora ), formerly one of the towns of Quezon Province. The total separation of Aurora from Quezon & transfer of Aurora to Central Luzon were the fulfillment of the wishes and prayers of the residents of
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