DIRECTORS NOMINATION FORM

1. What is it? What is its function or purpose?

It is a piece of document that signifies the intention of stockholder/s of a
corporation to nominate a fellow stockholder/s as director/s of the corporation.
It provides the basic qualifications of the nominee to be entitled for the
directorship position. It attests that the nominee accepts his nomination for the
said position.
2. Who is in charge of the execution of the document?
The corporations stockholder/s stockholder who nominates another
stockholder for the position in the Board of Directors must sign in the
Nomination Form. The nominee must also sign as indication of
his/acceptance of the nomination.
3. Where to procure?
In corporate practice, there is no absolute or required form for Directors
Nomination. Corporations may make their own template provided that the
requisites required by law as discussed below (No. 4) are complied with.
4. Where to submit?
Nomination Form is only an intra-corporate document regarding the personal
qualifications of a nominee for directorship in the corporation that would
constitute him/her to be eligible for such position. In practice, the corporation
would attach such Nomination Form in the Secretarys Certificate certifying
the winners in the election for the Board of Directors.
5. What are the basic parts of the document?
THE UNDERTAKING
Stockholders undertake their intention to nominate another stockholder.
NOMINATORS INFORMATION

The name, personal circumstances, number of shares, stock certificate

number.

It is necessary to indicate the shares and stock certificate number of the

nominator to determine if he really has the power to nominate a director.

NOMINEES INFORMATION
-

Name, personal circumstances, number of shares, stock certificate

number.
It is necessary to indicate the number of shares of the nominee because
according to Section 92 of the Corporation Code: Every director must own
at least one share of the capital stock of the corporation of which he is a
director, which shall stand in his name on the books of the corporation.

DISQUALIFICATION CLAUSE
-

This part asks the nominee if he/she has 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 election.

Section 27 of the Corporation Code provides that: A director must not

have been convicted of an offense punishable by imprisonment of
exceeding six years or has not committed any violation of the Corporation
Code within five years prior to his election.

BEING A DIRECTOR OF ANOTHER CORPORATION

-

The corporation has the right to know if the nominee has interests in
another corporation to avoid conflict of interests.

Also, the by laws of the corporation can provide other qualifications and
disqualifications in addition to those provided in the Corporation Code.

CONFORME

-Indication that the nominee accepted his nomination.

NOTARY PUBLIC

XYZ Corporation
DIRECTORS NOMINATION FORM
I/We, the undersigned, being voting stockholders of XYZ Corporation (XYZ), nominate
_________________________ for election as director to the Board of Directors of XYZ.
Attached hereto as Annex 1 is his ___ - page bio data, showing among others, his
educational credentials and work experience, the periods in which they were attained, and
his affiliations.
Nominator/ss Information:
Name of Nominee: ___________________
Nationality: _________________________
Residence:
_________________________
No. of Shares: _________________________
Stock Certificate Number/s: _____________

Nominees Information:
Name of Nominee: ___________________
Nationality: _________________________
Residence:
_________________________
No. of Shares: _________________________
Stock Certificate Number/s: _____________

Delinquent?

___Yes___No

Delinquent?

___Yes___No

Have been convicted by final judgment of an offense punishable by imprisonment for a

period exceeding six (6) years, or a violation of this Code committed within five (5) years
prior to the date of his election?
___Yes___No
Is the nominee a director of a different corporation?
___Yes___No
If yes, please supply the following information:
Name of Corporation

Nominal stockholding?

__________________
__________________
__________________

___Yes___No
___Yes___No
___Yes___No

Holding directorship?

___Yes___No
___Yes___No
___Yes___No

(continue at the back if needed)

CONFORME TO NOMINATION AS DIRECTOR

I, _____________________, of legal age, Filipino, married/single, and a resident of
__________________________ , have read the Nomination Form in which my name was
submitted as candidate for independent director and I have no objections to such
nomination. I also certify that my bio data as submitted in such Nomination Form is true
and correct.
Signature above printed name:
_____________________
Stock Certificate Number/s: ___________________________
Date: _____________
SUBSCRIBED AND SWORN TO before me this ________________ at
_____________________, Philippines. Affiant, exhibited to me his Community Tax
Certificate No. ___________________ issued at _________________ on
_______________________.
Doc. No. _______
Page No. _______
Book No. ______
Series of 2015.