THE board of directors exercises the powers, conducts all business and controls all properties of a corporation (Section 22, Revised Corporation Code).

Being the vessel of corporate powers, the directors have fiduciary duty toward the corporation. The Supreme Court in the case of Schulze v Prebon (GR 189158, 189530, Jan. 11, 2017) stated that a director, holding as he does a position of trust, is a fiduciary of the corporation. As such, in case of conflict of interest with those of the corporation, he cannot sacrifice the latter without incurring liability for his disloyal act.