TOURISM PROMOTIONS BOARD

1. TOURISM PROMOTIONS BOARD

2. TPB’S MANDATE • Marketing and Promoting the Philippines domestically and internationally as a major global tourism destination highlighting the uniqueness. • Assisting in Development of its tourism products & services with the end in view of increasing tourism arrivals & tourism investments. • Marketing the Philippines as a Major M.I.C.E Destination attracting, promoting, facilitating and servicing large-scale events, international fairs and conventions, congresses, sports competitions and expositions.

3. Ensuring the Regular local & international advertisements of the country’s major tourism destinations & other tourism products, including TEZs. • Providing Incentives to travel agencies, tour operators, wholesalers and investors abroad capable of drawing a sizable number of tourism and tourism investments to the country.

4. Powers and Functions of the Tourism Promotions Board • Organize the TPB in a manner most efficient and economical for the conduct of its business and the implementation of its mandate. • Develop and implement a plan to market the Philippines as a premier tourist destination. • Direct and coordinate the resources and efforts of the government and the private sector in the tourism and allied fields for the full realization of the tourism plans and programs.

5. Develop and promote the Philippines as a center for international meetings, incentives, conventions, exhibitions, sports, medical tourism and other special events. • Engage in the business of tourism and perform acts in consonance therewith, such as, but not limited to, attending conventions and other events abroad in representation of the country, encouraging sales promotions and advertising, and implementing programs and projects with the objective of promoting the country and enticing tourists to visit its tourism destinations and to enjoy its tourism products.

6. Contract loans, indebtedness and credit, and issue commercial papers and bonds, in any local or convertible foreign currency from international financial institutions, foreign government entities, and local or foreign private commercial banks or similar institutions under terms and conditions prescribed by law, rules and regulations. • Execute any deed of guarantee, mortgage, pledge, trust or assignment of any property for the purpose of financing the programs and projects deemed vital for the early attainment of its goals and objectives, subject to the provisions of the Constitution (Article VII, Section 20 and Article XII, Section 2, paragraphs (4) and (5)

7. Receive donations, grants, bequests and assistance of all kinds from local and foreign governments and private sectors and utilize the same. • Extend loans through government banks and financial institutions, provide grants and other forms of financial assistance for manpower training, heritage preservation, infrastructure development and other programs of the Department. • Obtain the services of local and foreign consultants, and enter into contracts locally and abroad in the performance of its functions. • Perform all other powers and functions of a corporation.

8. CAPITALIZATION • The TPB shall have an authorized capital of Two hundred fifty million pesos (Php250,000,000.00) which shall be fully subscribed by the national government.

9. TPB SOURCES OF FUNDS

10. TOURISM PROMOTIONS TRUST • The Tourism Promotions Trust shall be established from the proceeds of the sale or lease of the assets of PTA. (Section 50 of IRR of RA 9593).

11. TOURISM PROMOTIONS FUND a). The proceeds of the following shall be placed in a Special Tourism Promotions Fund to finance the activities of TPB: • Investment earnings from the Tourism Promotions Trust; • Appropriation from the national government not less that 500 Million pesos annually for at least 5 years from the time of its constitution

12. 3. 70% of the 50% net income of the DFPC (Duty-free Philippines Corporation) accruing to the Department, in lieu of its statutory remittance to the national government under Dividends Law of 1994; 4. At least 25% of the 50% national government share remitted by the PAGCOR to the National Treasury pursuant to RA 7656; 5. At least 25% of the 50% national government share remitted by international airports and seaports to the National Treasury pursuant to RA 7656.

13. The share from PAGCOR and international seaports and airports shall be directly remitted to TPB on a quarterly basis. • Remittance of the 70% of the 50% of the share of the DOT from DFPC annual net profits shall be made directly by DFPC to TPB. • The promotions and marketing activities of TPB shall not receive less that 50% of the annual utilization of funds. • All other administrative and operating expenses of TPB shall not exceed 10% of the annual utilization of funds.

14. UNALLOCATED PORTION OF THE FUND • The unallocated portion of the fund shall be earmarked by the TPB for the following purpose: • Development of TEZs by the TIEZA; • Programs for development planning, heritage preservation, and infrastructure development, and manpower training including but not limited to , scholarships for trainings abroad, among others of the Department; • Such other purposes as may contribute to the development of the tourism industry.

15. Special Contingency Fund • Section 56 of Republic Act 9593, or the Tourism Act of 2009, provides that at the beginning of each year, ten percent (10%) of the allocation for promotions and marketing shall be set aside as a Special Contingency Fund of the TPB. • The guidelines for the use of Special Contingency fund was outlined in Board Resolution No. 7 s. 2013 as modified by Board Resolution No. 59 s. 2014.

16. BOARD RESOLUTION NO. 37 s. 2013 AS MODIFIED BY BOARD RESOLUTION NO. 59 s. 2015 WHEREAS, Section 56 of Republic Act 9593, or the Tourism Act of 2009, provides that at the beginning of each year, 10% of the allocation for promotions and marketing shall be set aside as TPB’s Special Contingency Fund (SCF); WHEREAS, the SCF shall be used in the event of emergencies to provide TPB with sufficient resources to undertake marketing and promotions activities that will encourage sustained tourism interest in the Philippines and that will address the adverse effects if these emergencies; WHEREAS, on 27 November 2013, the Board of Directors passed Board Resolution No. 37, series of 2013, adopting the use of SCF, as follows: “WHEREFORE, BE IT RESOLVED, AS IT IS HEREBY RESOLVED, that TPB’s Special Contingency Fund (SCF) shall be used in the event of emergencies to provide the TPB with sufficient resources to undertake marketing and promotions activities that will encourage sustained tourism interest in the Philippines and that will address the adverse effects of these emergencies.

17. RESOLVED, FURTHER, that the SCF shall be used in cases that require immediate action, such as: 1. To respond to crisis situations including, but not limited to forestalling imminent threats or addressing new restrictions on tourism as well as compelling circumstances, urgent needs and unforeseen events that require emergency funding such as travel advisory, travel ban, political issues, slow growth of visitor arrivals and similar contingencies; and 2. To supplement programmed activities under the approved Corporate Operating Budget (COB) which need funding due to additional components of activities that were not considered in the prior approval and that will encourage sustained tourism interest in the Philippines and address the adverse effects of these emergencies;

18. RESOLVED, FURTHERMORE, that the SCF shall be sourced exclusively from the approved COB as enumerated in Section 55 of Republic Act 9593 and not from any other additional sources; RESOLVED, MOVEROVER, that should any of the three aforementioned situations arise, the Chief Operating Officer (COO) shall evaluate and recommend to the Board of Directors (BOD), for its approval, the use of SCF; RESOLVED FINALLY, that should the BOD be unable to convene immediately to confirm the COO’s recommendation in addressing the urgency of the situation, the appropriate confirmation shall be secured from the Secretary of Tourism/Chairperson of the BOD, subject to ratification by the Board of Directors and subject further to RA 9184 and its IRR as well as existing accounting and auditing rules and regulations.” WHEREAS, in addition to the cases mentioned in the above Board Resolution No. 37, the SCE should also be used for compelling circumstances, urgent needs and unforeseen events that require emergency funding such as travel advisory, travel ban, political issues and slow growth of visitors arrivals;

19. COMPOSITION OF TOURISM PROMOTIONS BOARD

20. Department Secretary and Chairperson: Hon. WANDA CORAZON T. TEO Alternate Chairperson: USEC. ALMA RITA R. JIMENEZ PTPB Chief Operating Officer as Vice-Chairperson Hon. CESAR D. MONTANO TIEZA Chief Operating Officer, Ex-Officio Member ATTY. GUILLER B. ASIDO

21. Department of Foreign Affairs (DFA) Secretary, Ex-Officio Member; Sec. PERFECTO R. YASAY Alternate Members: USEC. MANUEL A.J TEEHANKEE; and ASEC. LEO HERRERA-LIM Department of Trade and Industry (DTI) Secretary, Ex-Officio Member; Sec. RAMON M. LOPEZ Alternate Members: USEC. NORA K. TERRADOs and ASEC. FELICITAS AGONCILLO-REYES

22. Department of Transportation and Communications (DOTC) Secretary, Ex-Officio Member; Hon. ARTHUR P. TUGADE Alternate Member: ASEC. CHERIE M. SANTOS REPRESENTATIVE DIRECTORS: 1. Accommodation enterprises Hon. MARGARITA F. MUNSAYAC

23. 2. Travel and tour services; Hon. MA. MARGARITA F. VILLARICA 3.Land, air and sea tourist transport services; Hon. ISAGANI G. BUENAFLOR 4. Conventions, meetings, incentive travel, exhibitions and events services and facilities; Hon. PAMELA D. PASCUAL 5. Other accredited tourism enterprises; Hon. EDWIN VINCENT V. ORTIZ CORPORATE SECRETARY- Atty. Venancio Manuel III

24. THE CHIEF OPERATING OFFICER

25. DEFINITION The highest ranking executive, who could be the President or the General Manager, Chairman or the Administrator of a GOCC. - GOCC Governance Act of 2011 (R.A. No. 10149)

26. NATURE OF OFFICE • The COO occupies two Positions: • Primarily as an Appointive Member of the Governing Board; and • Thereafter elected by the Board as the highest ranking executive officer of the GOCC • The Governing Board of every GOCC is responsible to the State and its Stakeholder; • The Management headed by the COO is responsible to the Governing Board.

27. TERM OF OFFICE • The CEO/COO of every GOCC shall be elected annually by the members of the Board from among its ranks. • Moreover, Sec. 17 of the Code of Corporate Governance provides that “any provision in the charter of each GOCC to the contrary notwithstanding, the term of office of each Appointive Director shall be for one (1) year, unless sooner removed for cause. • it means that the maximum term of term of office of every COO coincides with his remaining a member of the Governing Board.

28. TPB BOARD OFFICERS AND COMMITTEES • A). OFFICERS • Chairman of the Board • Vice-Chairman • Corporate Secretary • Compliance Officer • Corporate Treasurer • Chief Finance Officer • B). COMMITTEE • Executive Committee • Audit Committee • Governance Committee • Nomination and Remunerations Committee • Risk Management Committee

29. The COO shall not be appointed as a member of the Audit Committee, or of any Board Committee that was merged with the Audit Committee and thus also performs the same functions, among others. This rule also apply to Chief Financial Officers, Treasurers or officers holding equivalent positions. (Sec. 4.4 of GCG Memorandum Circular No. 2012-09)

30. POWERS AND FUNCTIONS

31. SUPERVISORY POWER • Formulatethe general work program of TPB and ensure its strictly and timely implementation in accordance with its mandate • Represent the TPB in any and all activities and transactions for the pursuit of achieving the purposes and mandate • To decide, act and approve hiring, promotion, transfer, assignment, termination, resignation and other personnel movement and action within the TPB

32. SUPERVISORY POWER • Exercise general supervision and authority over the regular course of business, affairs, and property of the GOCC, and over its employees and officers • See to it that all orders and resolutions of the Board are carried into effect • Report to the Board from time to time all matters which the interest of the GOCC may require to be brought to its notice

33. SIGNING AUTHORITY • By virtue of Board Resolution No. 6, Series of 2012 as amended by Board Resolution No. 33, series 2013, the COO has been delegated with the following signing authority: • For contracts, documents and agreements below the amount of FIVE MILLION PESOS (PhP5,000,000.00), the sole signature of the COO is sufficient for its effectivity. • For contracts, documents and agreements FIVE MILLION PESOS (PhP5,000,000.00) and above, the signatures of the Chairperson (Department Secretary) and the COO is required for its effectivity. • Exception: • If the contracts, documents and agreements amounting to FIVE MILLION PESOS (PhP5,000,000.00) and above is approved by the BOARD itself, mere signature of COO is sufficient.

34. SIGNING AUTHORITY • FINANCIAL DOCUMENTS • CASH ADVANCE • Authority to grant cash advances will be signed by the COO or OIC. • PROJECT FUND • if the amount involved is 5M-approval of COO is required • if the amount involved more than 5M- approval of Chairperson and COO is required • VOUCHERS • CHECKS

35. SIGNING AUTHORITY • FINANCIAL DOCUMENTS • PURCHASE ORDERS • PURCHASE REQUESTS • BUDGET UTILIZATION SLIP • BONUSES AND INCENTIVES

36. SIGNING AUTHORITY • ADMINISTRATIVE MATTERS • Contracts and memoranda of agreement with suppliers, contractors, and consultancy services to the TPB • TRAVEL ORDERS • Upon recommendation of the COO, all Office orders for foreign travel shall be signed by the Chairperson of the TPB Board (Department Secretary). • OFFICE ORDERS • All Office orders for domestic travel shall be signed by the COO/OIC

37. Head Of Procuring Entity H.O.P.E.

38. TPB is required to observe the fundamental principles of the R.A. 9184, also known as GOVERNMENT PROCUREMENT REFORM ACT, and its Revised Implementing Rules and Regulations • R.A. 9184 provides that the Head Of Procuring Entity of GOCCs refers to the governing board or its duly authorized official

39. BOARD RESOLUTION No. 106 series of 2016 • By virtue of Board Resolution No. 2016 series of 2016, the Board expressly authorize and designate the Chief Operating Officer as the Head of Procuring Entity, viz: • “Resolved to expressly authorize and designate the Chief Operating Officer as the Head of Procuring Entity (HOPE) of the Philippine Tourism Promotions Board.

40. Resolved Further, to expressly authorize the Chief Operating Officer to sign and approve contracts, agreements, BAC Resolutions, Notices of Award, Notices to Proceed, Purchase Orders, Purchase Requests including the Annual Procurement Plan and other bidding forms and documents arising from procurement activities, which have been approved and included in the Corporate Operating Budget. Provided, that all procurement activities with an Approved Budget for Contract (ABC) of Fifty Million pesos (Php 50,000,000) and above and those not included in the COB shall be endorsed to the Board for approval or ratification. Provided further, that no ratification is required if such procurement activities with an Approved Budget for Contract of Php 50,000,000 and above has been approved by the Board itself.”

41. BOARD MEETING • By virtue of Board Resolution No. 114 Series of 2016 , the Board approved that the Regular Board Meeting shall be on every 1st Thursday of every month unless a different date has been agreed by the Board. • The Vice Chairman (COO), in the absence of the Chairman of the Board, shall preside at the meetings of the Board.

42. COMPENSATION STRUCTURE

43. GCG MEMORANDUM CIRCULAR NO. 2012-09 (THIRD ISSUE) The Chief Executive Officer • Being an Appointive Director, the COO is entitled to receive per diems, allowances, and incentives allowed to an Appointive Member under existing legal issuances; • Directors shall not be entitled to retirement benefits acting as such directors. • * Sec. 28 of Code of Corporate Governance

44. EXECUTIVE ORDER No. 24 s. 2011 Per Diems for Board Meetings

45. EXECUTIVE ORDER No. 24 s. 2011 Per Diems for Committee Meetings

46. DUTIES AND OBLIGATIONS OF DIRECTORS UNDER RA 10149 (CODE OF CORPORATE GOVERNANCE)

47. Fiduciaries of the State: • Directors and Officers are considered Trustees in relation to the properties, interest, and monies of the GOCC. They have the legal obligation and duty to always act in the best interest of the GOCC, with utmost good faith in all dealings with the properties and monies of the GOCC. • Directors and Officers are considered Public Officials: • Hence, they are always accountable to people and shall discharge their duties with utmost integrity and competence. They are covered by Code of Conduct and Ethical Standards for Public Officials and Employees.

48. DUTY OF DILIGENCE AND LOYALTY • Pursuant to the duties of diligence and loyalty, shall not use or divulge confidential or classified information officially made known to them by reason of their office and not made available to the public, either: • to further their private interests, or give undue advantage to anyone; or • which may prejudice the public interest.

49. CONFLICT OF INTEREST • Directors and Officers shall at all times avoid any actual or potential conflict of interest with the GOCC. Each shall avoid any conduct, or situation, which could reasonable be construed as creating an appearance of conflict of interest. • DUTY OF CONFIDENTIALITY • Directors and Officers shall not divulge confidential information officially made known to them by reason of their office and not made available to the public to either further their private interest or give undue advantage to anyone which may prejudice the public interests. (also provided under Section 7 par c. of Code of Conduct and Ethical Standards for Public Officials and Employees)

50. TPB’s NO GIFT POLICY A Director or Officer shall not solicit, nor accept, directly or indirectly, any gift, gratuity, favor, entertainment, loan or anything of monetary value ("Gift") from any person where such Gift: Would be illegal or in violation of law; ls part of an attempt or agreement to do anything in return; Has a value beyond what is normal and customary in the Goccs business; ls being made to influence the member of Board's, or Officels, actions as such Could create the appearance of a conflict of interest