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Chan Robles Virtual Law Library
PRESIDENTIAL DECREE NO. 1071
PRESIDENTIAL DECREE NO. 1071 -
REVISING THE CHARTER OF THE PHILIPPINE INTERNATIONAL TRADING CORPORATION
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chanroblesvirtualawlibrary
I,
FERDINAND E, MARCOS, President of the Philippines, by virtue of the
powers vested in me by the Constitution, do hereby order and decree, as
part of the law of the land, the Revised Charter of the Philippine
International Trading Corporation as follows: chanroblesvirtualawlibrary
"THE REVISED CHARTER OF THE
PHILIPPINE INTERNATIONAL
TRADING CORPORATION"
"Sec. 1. Title of this Decree. — This Decree shall
be known as the Revised Charter of the Philippine International Trading
Corporation.
"Sec. 2. Name, Domicile and Place of Business. —
There is hereby created a body corporate to be known as the Philippine
International Trading Corporation, hereinafter referred to as the
Corporation, which shall exist for fifty years and shall have its
principal office in Metro Manila.
"Sec. 3. Capitalization. — The authorized capital
stock of the Corporation shall be two hundred million pesos
(P2,000,000.00), to be divided into two million (2,000,000) shares at
par value of one hundred pesos (P100.00) per share to be subscribed as
follows: forty per cent (40%) representing eight hundred thousand
(800,000) shares valued at eighty million pesos (P80,000,000.00) by the
Republic of the Philippines; ten per cent (10%) representing two
hundred thousand (200,000) shares valued at twenty million pesos
(P20,000,000.00) by the Development Bank of the Philippines; ten per
cent (10%) representing two hundred thousand (200,000) shares valued at
twenty million pesos (P20,000,000.00) by the Philippine National Bank;
and the remaining forty per cent (40%) representing eight hundred
thousand (800,000) shares valued at eighty million pesos
(P80,000,000.00) by the public at not less than the par value. For the
total subscription of the Republic of the Philippines, the amount of
forty million pesos (P40,000,000.00) is hereby appropriated out of the
funds in the National Treasury, which amount or any portion thereof
shall be released to the Corporation upon the approval of the President
of the Philippines: Provided, that, the subscription of the Development
Bank of the Philippines and the Philippine National Bank shall be paid
to the Corporation at such time and for such amounts as shall be
requested by the Board of Directors of the Corporation: Provided,
further, that, the disposition of the shares available to the public
shall be made in such a manner as to result in the widest distribution
thereof as possible to individuals or organized businessmen
representing specific industries or products without stockholder owning
more than one percent (1%) of the total stock offered for subscription
to the public and no single group representing one specific industry or
product shall own more than five per centum (5%) of such share unless
approved by the Board: And, Provided, finally, That, proxy voting is
hereby authorized but under no agreement, contract, arrangement, scheme
or plan, shall a proxy holder be allowed to represent more than per
cent (1%) of the stocks offered to the public for subscription.
"Any disposition of shares of stock of the Corporation which will
change the proportion of capital distribution among the National
Government, Philippine National Bank, Development of the Philippines,
and the public shall be null and void unless previously approved by the
President of the Philippines upon recommendation of the Board of
Directors. Likewise, no transfer of shares of stock subscribed by the
public shall be allowed to be registered in the books of the
Corporation which will violate the limitations in the next preceding
paragraph unless the same is previously approved by the Board of
Directors of the Corporation.
"The President of the Philippines may increase the authorized capital
stock of the Corporation upon recommendation by the Board of Directors
of the Corporation. The Board of Directors shall recommend such
increase upon approval by the affirmative vote of stockholders holding
at least two-thirds (3/2) of the subscribed capital stock of the
Corporation in a special meeting called for the purpose.
"Sec. 4. Voting Power of Government Shares. — The
voting power of all the stocks owned and controlled by the Republic of
the Philippines shall be vested in the President of the Philippines or
in such person or persons as he may from time to time designate.
CORPORATE POWERS AND FUNCTIONS
"Sec. 5. Purposes of the Corporation. — The
Corporation is hereby authorized: chanroblesvirtualawlibrary
"(a) To engage in or handle for Philippine and third
country enterprises through methods, systems, devices and facilities
intended to achieve economies of scale and better terms of trade for
Philippine business, both foreign procurement as well as foreign
marketing and distribution;chanroblesvirtualawlibrary
"(b) To arrange for or established comprehensive
facilities for handling all phases of warehousing and to develop and
operate physical facilities for the collection, processing and
distribution of cargoes and other commodities;chanroblesvirtualawlibrary
"(c) To obtain or arrange more comprehensive
protection for activities undertaken or commodities dealt with by
monitoring or coordinating risk insurance services for existing
institutions or supplementing the same;chanroblesvirtualawlibrary
"(d) To employ, utilize, monitor trade promotion
services, facilities and activities being undertaken by government or
private agencies;chanroblesvirtualawlibrary
"(e) To promote or organize, whenever warranted,
production enterprises and industrial establishment and to collaborate
or associate in joint venture with any person, association, company, or
entity, whether domestic or foreign, in the fields of production,
marketing, procurement, and such other related business;chanroblesvirtualawlibrary
"(f) To provide technical, advisory investigatory,
consultancy and management services with respect to any or all of the
functions, activities and operations of the corporation; and, chanroblesvirtualawlibrary
"(g) In general, to undertake such activities as
would be appropriate to an institution created for the purposes of
international trading.
"Sec. 6. Powers of the Corporations. — In order to
attain its purposes and objectives, the Corporation shall have the
following powers:cralaw:red
"(a) To engage in and carry on the business of
dealership, brokerage, manufacture and distribution of commodities,
products, goods, wares, merchandise, machineries and equipment and in
connection therewith to purchase, borrow, acquire, hold, exchange,
sell, distribute, lend, mortgage, pledge or otherwise dispose of,
import or export, process or turn to account in any lawful manner,
commodities, products, goods wares, merchandise, and other article of
commerce and interest therein or instrument evidencing rights to
acquire such interest and to guarantee any all obligations relating to
transactions made on any board of trade, commodities exchanged, or
similar institutions, and to do any all things which may be useful in
connection with or incidental to the conduct of such business;chanroblesvirtualawlibrary
"(b) To build, make, construct, maintain, purchase,
sell, charter, deal in and with, own, lease, pledge, and otherwise
dispose of all modes of transportation, together with all components,
tools, machinery and appliance appurtenant thereto as are utilized in
the transport of goods and merchandise byr, land or sea;chanroblesvirtualawlibrary
"(c) To carry on the business of public and private
warehousing and all business necessarily or impliedly incidental
thereto, and to further carry on the business of general warehousing in
all its several aspects; to construct, hire, purchase, operate and
maintain any means or conveyances for the transportation to and from
storage, byr, land or water, of any and all products, goods, wares,
merchandise or manufactured articles, to issue certificates, warrants
and receipts, negotiable or otherwise, to persons warehousing goods
with the Corporation, and to make negotiate or secure advances or loans
upon the security of such stored merchandise and products or otherwise
to construct, purchase, take or lease, develop, operate or otherwise
acquire any wharf, pier, dock, warehouse, storage room or other
facilities, rights, franchises, premises deemed capable of being
advantageously used in connection with the business of the Corporation,
and to rent, lease, hypothecate and convey the same, and generally to
carry on and undertake and all business activity, transaction or
operation commonly carried on or undertaken by warehousemen; chanroblesvirtualawlibrary
"(d) To act as shipping agent and ship broker, to
handle ship husbanding and ship chandlering, and to engage in any
aspect for the business of longshoring, lighterage, stevedoring,
freight forwarding, packing and carting, and conveying;chanroblesvirtualawlibrary
"(e) To borrow, raise, or obtain funds to support or
carry out its objects and purposes and/or to arrange financing or
equipment credit or any kind of financial or material assistance for
its own account or its clients from any financial or lending
institutions, local or foreign, and to secure any or all of the same,
to the extent that may be required such as by any lawful guaranty or
counter-guaranty by pledge, mortgaged or deed of trust, or by creating
or suffering to exist a charge, lien or encumbrance, general or
special, upon its revenues and/or assets, and likewise by similar
guaranties, pledges, mortgages, liens and other security arrangements
to secure the performance by the Corporation by any obligation or
liability it may undertake for itself or for other companies or
enterprises in which it may be interested. Such loans obtained under
this authority shall be guaranteed by the government in accordance with
existing regulations;chanroblesvirtualawlibrary
"(f) To provide financial accommodations to its
clients, and maintain with or for customers' accounts with respect to
commodities and/or securities including margin accounts and to do such
things as may be requisite or appropriate or incidental to the
maintenance for such accounts;chanroblesvirtualawlibrary
"(g) To act as agents or brokers in the business of
marine, fire, life, accident and fidelity insurance, in the business of
giving protection to principals and employers and any other kind or
class of insurance in all its branches;chanroblesvirtualawlibrary
"(h) To organize and incorporate subsidiaries whose
capital stock may be subscribed in whole or in part by the Corporation;
Provided, however, that the controlling interest of not less than sixty
per cent (60%) of the authorized capital stock of such subsidiaries
shall at all times remain with the Corporation: Provided, finally, that
the organization and incorporation of such subsidiaries shall be
subject to prior approval of the President of the Republic of the
Philippines;chanroblesvirtualawlibrary
"(i) To establish, maintain, operate or conduct
branch business for the transaction of business for itself and on
behalf of other persons, firms, corporations, or other entities, either
domestic or foreign, and to act as manufacturer's agents, commission
merchants, merchandise brokers, insurance, shipping and transport
agents, or in any other representative capacity for persons, firms,
corporations or other entities, either domestic or foreign, for the
investment, loan payment, transmission or collection of money,
commodities or securities and for the purchase, sale, improvement,
development and management of property including business concerns and
undertaking and generally to transact and undertake an agency business,
whether in aspect of any commercial or financial matters;chanroblesvirtualawlibrary
"(j) To undertake or contract for researchers,
studies and surveys on any subject of interest to the Corporation
including but not but not limited to such matters as business and
economic conditions of various countries, including the structure of
their commodities and financial markets, the institutional arrangements
for mobilizing investments thereat, the legal and tax constraints and
tax incentives obtaining therein; to promote products overseas through
holding of trade fairs, exhibits and the like, coordinating with the
Department of Trade in undertaking such activities;chanroblesvirtualawlibrary
"(k) To acquire an interest in or to enter into
partnership, amalgamate with or enter into other arrangements for
sharing profits, mutual assistance or cooperation with any person or
company carrying on or about to carry on or engage in any business
transaction, operation or work capable of being conducted so as to
purchase, take or otherwise acquire and hold shares of stock or other
securities of or interest in any such company and to sell, hold and
re-issue with or without guaranty or otherwise deal with the same;chanroblesvirtualawlibrary
"(l) Subject to the limitations established by law,
to acquire by purchase, subscription, exchange, assignment, gift, or
otherwise, and to sell, assign, transfer, exchange, mortgage, pledge,
and deal in and with, and otherwise, to enjoy and dispose of, any
bonds, debentures, promissory notes, shares of capital stock and/or
other securities and/or obligations, created, negotiated or issued by
any corporation, association, or other entity, foreign or domestic, and
while the owner thereof, to exercise all the rights, power and
privileges of ownership, including the right to receive, collect and
dispose of any and all dividends, interest and income, derived
therefrom, and the right to vote on any shares of the capital stock,
and upon any bonds, debentures and/or other securities, having voting
power so owned;chanroblesvirtualawlibrary
"(m) To cause or allow the legal title to or any
legal or equitable interest in any business or any real or personal
property acquired or carried on by the Corporation to remain or be
vested or registered in the name of any other person or entity whether
upon trust for as agent nominee of the Corporation or upon such other
terms and conditions which may be determined to be necessary or
expedient by the Board of Directors of the Corporation;chanroblesvirtualawlibrary
"(n) To acquire by purchaser or lease, or otherwise,
lands and interest in lands and to own, hold, improve, develop, and
manage any real estate so acquired and to erect or cause to be erected
on any lands owned, held or occupied by the Corporation, buildings or
other structures with their appurtenances, and to rebuild, enlarge,
alter or improve any buildings or other structures now or hereafter
erected on any lands so owned or occupied;chanroblesvirtualawlibrary
"(o) To purchase, own, hold, or otherwise acquire
such machineries, equipment, tools, materials, supplies, or other parts
as may be necessary, convenient or appropriate for any of the purposes
for which the Corporation is formed;chanroblesvirtualawlibrary
"(p) To invest and deal with the funds of the
Corporation in such manner as may be deemed proper, in order not to
make such funds idle and unproductive pending their full utilization
for the principal objects and purposes for which the Corporation has
been organized;chanroblesvirtualawlibrary
"(q) To apply for, register, purchase or otherwise
acquire, or obtain a lien, on or interest in, any patent, patent
rights, licenses, designs, processes, trademarks, tradenames,
distinctive marks, invention, and improvements thereof, and concessions
which may appear likely to be advantageous or useful to the Corporation
or its clients; to use, exercise or otherwise turn to account said
property, rights, and to enter into know-how and data or process
feedback agreements, including the use of computers, as the same may be
related to or necessary or appropriate to carry on the objects and
purposes of the Corporation;chanroblesvirtualawlibrary
"(r) To pay for any property or rights acquired or
services obtained by the Corporation either in cash, shares, or other
securities of the Corporation, or partly in cash and partly in shares
or other securities, under such terms and conditions as its Board of
Directors shall determine to be reasonable. To enter into any of the
agencies and instrumentalities thereof, or with any person or company
on any undertaking that may be conducive to the attainment of
objectives of the Corporation or of any of them, and to obtain from any
such government or authority, person or company any rights, privileges
and concessions, which the Corporation may think desirable;chanroblesvirtualawlibrary
"(s) To establish, operate and maintain its own
communication system throughout the country as may be needed or
required by its business operations for which purpose, the proper
franchise is hereby granted; and,
"(t) To do all such other things as are incidental
or appurtenant to or growing out of or connected with the aforesaid
business or powers of the Corporation or any part thereof or conducive
to the attainment of its corporate purposes and objects.
THE BOARD OF DIRECTORS
"Sec. 7. Composition of Board of Directors. — The
powers and functions of the Corporation shall be exercised by the Board
of Directors which shall be composed of the following:cralaw:red
"(a) The Secretary of the Department of Trade;chanroblesvirtualawlibrary
"(b) The President of the Corporation;chanroblesvirtualawlibrary
"(c) The Director-General of the National Economic
and Development Authority;chanroblesvirtualawlibrary
"(d) The Chairman of the Board of Investments;chanroblesvirtualawlibrary
"(e) The Secretary of the Department of Agriculture;chanroblesvirtualawlibrary
"(f) The Secretary of the Department of Natural
Resources;chanroblesvirtualawlibrary
"(g) The Chairman of the Board of Governors of the
Development Bank of the Philippines;chanroblesvirtualawlibrary
"(h) The President of the Philippine National Bank;chanroblesvirtualawlibrary
"(i) A Representative from the Office of the
President;chanroblesvirtualawlibrary
"(j) Six (6) other members to be appointed by the
President of the Philippines for a term of five years in such a manner
that the first members appointed shall have term of office of one, two
and three years for every two members and that, to the extent possible,
the financial, agricultural, industrial and commercial interests shall
be represented: Provided, however, That for purposes of determining the
quorum, the same shall be based on the number of members of the Board
actually appointed/designated as such.
"The Secretary of Trade shall be the Chairman of the Board and shall
preside over its meetings: Provided, That, whenever the Secretary of
Trade is unable to do so, the President of the Corporation shall
preside over such meetings; Provided, further, That, if both the
Secretary of Trade and the President of the Corporation are absent, the
members of the Board present shall, there being a quorum, elect from
among themselves a presiding officer for that particular meeting: And,
provided, finally, That, except, those, members of the Board
representing the private sector, and the Secretary of Trade and the
President of the Corporation who shall be represented by the
Undersecretary of Trade and the Executive Vice-President, respectively,
the other ex-officio members of the Board shall, whenever unable to
attend said meetings, be represented by their duly designated
representatives who shall have the same powers, duties, and privileges
in these meetings as the ex-officio members they are representing.
"Sec. 8. Qualifications of the Members of the Board
of Directors. — No person shall be appointed as member of the Board
unless he is a Filipino Citizen, of good moral character and of
unquestionable integrity and responsibility and reputed to have
considerable experience in foreign trading operations. chanroblesvirtualawlibrary
"Sec. 9. Removal. — The President of the Philippines
may removed any member of the Board for any of the following reasons:cralaw:red
"(a) If the member no longer possesses the
qualifications specified in Section 8;chanroblesvirtualawlibrary
"(b) If the member is guilty of any act or omission
of fraudulent or illegal character or manifestly opposed to thems and
interest of the Corporation;chanroblesvirtualawlibrary
"(c) If in the opinion of the President of the
Philippines, continued membership in the Board of such member will be
inimical to or work against the interests of the Corporation.
"Sec. 10. Absence and Vacancy. — In the event of any
vacancy in the Board resulting from the death, resignation or removal
of an appointive member, the President of the Philippines shall appoint
a new Director who shall serve the unexpired period of the term
pertaining to the Director he succeeded.
"Sec. 11. Remuneration. — The members of the Board
of Directors or their respective alternates, except the President and
Executive Vice-President of the Corporation, shall each receive a per
diem of P750.00 for every meeting of the Board actually attended. The
amount of such per diem received by each Director and his alternate
shall not exceed the sum of P1,500.00) for any single month.
"Sec. 12. Power and Functions. — The Board of
Directors of the Corporation shall have the following powers and
functions:cralaw:red
"(a) To adopt corporate by-laws to implement and
supplement the provisions of this Decree; chanroblesvirtualawlibrary
"(b) To establish the policies for determining fees
and charges as well as fix such fees and charges for services rendered
by the Corporation; or to authorize the President of the Corporation to
fix said fees and charges within policies, guidelines and limitations
established by the Board;chanroblesvirtualawlibrary
"(c) To approve appointments made by the President of
the Corporations to executive and senior management level positions in
the Corporation;chanroblesvirtualawlibrary
"(d) Consistent with its corporate purposes and
powers, to determine/reorganize and approve the most effective
organizational framework for the Corporation and its staffing pattern;
fix the salaries of its officers and employees and determine their
reasonable allowances, bonuses and other incentives as may be
recommended by the President of the Corporation;chanroblesvirtualawlibrary
"(e) Establish administrative rules and regulations
for the operation of the Corporation;chanroblesvirtualawlibrary
"(f) To exercise the general powers of business
corporation as provided in Act 1459, as amended;chanroblesvirtualawlibrary
"(g) To do all act or acts as may be necessary for
the achievement of the expressed purposes and powers of the Corporation.
OFFICERS OF THE CORPORATION
"Sec. 13. Officers of the Corporation. — In line
with paragraph (d) of the next preceding Section, the Board of
Directors shall determine the officers of the Corporation, who except
as provided in this Decree, shall be appointed by the President of the
Corporation subject to confirmation by the Board. The Corporation may
have an Executive Vice-President and such Vice-Presidents and Assistant
Vice-President as may be required for the effective operation of the
Corporation. chanroblesvirtualawlibrary
"Sec. 14. Qualification of the President. — No
person shall be appointed as President of the Corporation unless he is
a Filipino Citizen, of good moral character and of unquestionable
integrity and responsibility and reputed to have considerable
experience in foreign trading operations.
"Sec. 15. Appointment and Tenure. — The President of
the Corporation shall be appointed by the President of the Philippines
for a term of two (2) years without prejudice to renewals.
"Sec. 16. Removal. — The President of the
Corporation may be removed from office by the President of the
Philippines on the same grounds provided for the removal of members of
the Board of Directors of the Corporation.
"Sec. 17. Outside Interests of the President. —
Unless otherwise directed by the President of the Philippines, the
President of the Corporation need not limit his professional activities
to those pertaining directly to his position in the corporation; and
may accept other employment, whether public or private, and receive
remuneration therefor; provided, however, that the same should not
impair the performance of his duties to the Corporation.
"Sec. 18. Remuneration. — The salary of the
President of the Corporation shall be fixed by the Board of Directors
of the Corporation subject to the approval of the President of the
Philippines.
"Sec. 19. Powers and Duties of the President. — The
President of the Corporation shall be the Chief Executive of the
Corporation. He shall have the following powers and duties:cralaw:red
"(a) Submit for the consideration of the Board of
Directors such matters, policies and measures he recommends as
necessary to carry out the purposes and provisions on this Decree;chanroblesvirtualawlibrary
"(b) Execute and administer the policies, measures
and directives approved by the Board of Directors;chanroblesvirtualawlibrary
"(c) Direct and supervise the operations and internal
administration of the Corporation; chanroblesvirtualawlibrary
"(d) Delegate any administrative responsibility to
other officers of the Corporation as he may deem proper and necessary;
and
"(e) Exercise such other powers as may be vested in
him by the Board.
"Sec. 20. Representation. — The President of the
Corporation shall be the principal representative of the Corporation
and such he shall, in accordance with the instructions of the Board:cralaw:red
"(a) Represent the Corporation in all dealings with
other offices, agencies and instrumentalities of the Government and
with all other persons or entities, public or private, whether domestic
or foreign;chanroblesvirtualawlibrary
"(b) Execute, on behalf of the Corporation, all
contracts and agreements the Corporation may enter into; authorize with
his signature, notes and securities issued by the Corporation; and all
such other documents of the Corporation;chanroblesvirtualawlibrary
"(c) To vote all stocks owned or controlled by the
Corporation;chanroblesvirtualawlibrary
"(d) To represent the Corporation, personally or
through counsel, in any legal proceeding or action taken by or against
the Corporation; and
"(e) To delegate his power to represent the
Corporation as provided in subsections (a), (b), (c) and (d) of this
Section, to other officers of the Corporation upon his own
responsibility.
"Sec. 21. Authority of the President in Emergencies.
— In the event of war or other emergencies which require immediate
action by the Board of Directors and there is insufficient time to call
a meeting thereof, the President of the Corporation with the
concurrence of the Secretary of the Department of Trade or in the
latter's absence, with the concurrence of any two (2) other members of
the Board, may decide any matter to take any action within the
authority of the Board itself and may suspend enforcement of any
resolution or decision previously taken by the Board. chanroblesvirtualawlibrary
"In such cases, the President of the Corporation shall subsequently
call a meeting of the Board which shall then ratify of modify such
emergency action as the circumstances warrant.
"Sec. 22. Executive Vice-President. — During the
absence or incapacity of the President of the Corporation, the
Executive Vice-President shall act as Chief Executive of the
Corporation. He shall exercise the powers and perform the duties as may
be delegated to him by the President of the Corporation or assigned to
him by the Board of Directors.
"Sec. 23. The Auditor. — The Chairman of the
Commission on Audit shall appoint a representative who shall be the
auditor of the Corporation. He shall likewise appoint the necessary
personnel to assist said representative in the performance of his
duties. The salaries of the auditor and his staff shall be fixed by the
chairman of the Commission on Audit with the advise of the Board of
Directors and said salaries and other expenses for the auditor's office
shall be paid by the Corporation. The auditor of the Corporation and
personnel under him may be removed only the Chairman of the Commission
on Audit.
"The Auditor must be a certified public accountant with at least ten
years experience as certified public accountant. No relative of any
member of the Board of Directors or the Chairman of the Commission on
Audit within the fourth degree of consanguinity and affinity shall be
appointed as such representative.
MISCELLANEOUS PROVISIONS
"Sec. 24. Annual Report. — Before the end of
February of each year, the Corporation shall submit to the President of
the Philippines an annual report on the condition of the Corporation.
The annual report shall contain a review of the policies and measures
adopted by the board during the past year and an analysis of the
economic and financial circumstances which required such measures and
policies. The annual report shall also include an audited statement of
the financial condition of the Corporation.
"Sec. 25. Fiscal Period, Corporate Profits and
Losses. — The fiscal period of the Corporation shall commence on the
first day of January and end on the last day of December of each year.
"In the event the audited financial statement included in the Annual
Report required in the next preceding section reveals a net profit from
its business operations, said net profits shall be accumulated in its
surplus account which shall be utilized in pursuance of corporate
objectives as may be authorized by the Board of directors; Provided,
however, that the accumulated surplus shall not, at the end of any
fiscal period, exceed twenty five (25%) per centum of the authorized
capital stock of the Corporation. chanroblesvirtualawlibrary
"Whenever the audited financial statement reveals a net loss from the
business operations of the Corporation, such loss shall be debited to
surplus, and if surplus be inadequate, the balance shall be debited to
the capital of the Corporation.
"Sec. 26. Dividends. — Whenever surplus profits
arise from the business operations of the Corporation as reflected by
its Annul Report, and such profits exceed twenty-five (25%) per centum
of the authorized capital stock of the Corporation, the excess shall be
available for declaration as dividends accruing to the shares of stock
issued by the Corporation, under the condition hereunder set forth.
"Sec. 27. Declaration of Dividends. — After
determination of the existence of excess surplus profits, the Board of
Directors may either declare the payment of cash dividends or recommend
to the stockholders of the Corporation the declaration of stock
dividends; and in the latter event, no stock dividend shall be issued
without the approval of stockholders representing not less than two
thirds (2/3) of all stock then outstanding and entitled to vote at a
general meeting of stockholders or at a special meeting duly called for
the purpose.
"Cash dividends accruing to the shares of the National Government of
the Republic of the Philippines shall first be applied to the unpaid
subscriptions of the National Government until the same is duly paid.
Thereafter, any further dividends due the National Government shall be
paid to the National Treasury of the Philippines for the general funds
thereof.
"Sec. 28. Personnel Recruitment. — the Corporation
shall adopt a special recruitment and employment scheme as a merit
system that is responsive to the commercial nature of its operations.
Further, the Corporation is hereby authorized to extend permanent
appointment to, or contract the services of, trained and experienced
persons, even without civil service eligibility, for its manpower
build-up as a competing trading firm. In view of the pioneering nature
of each operation, the Corporation shall continue to be exempt from the
OCPC rules and regulations.
"Officers and employees of the Corporation, including all members of
the Board of the Directors, shall not engage directly or indirectly in
any partisan political activity or take part in any election except to
vote. chanroblesvirtualawlibrary
"Sec. 29. Responsibilities and Penalties. — Any
member of the Board of Directors or officers or employees of the
Corporation who willfully violates this Decree or the By-laws of this
Corporation adopted pursuant to said Decree, or who is guilty of gross
negligence in the performance of his duties, shall be held liable for
any loss or damage suffered by the Corporation as a result of such
violation or negligence. Similar responsibility shall apply to the
disclosure of any information of a confidential nature about the
discussions or resolutions of the Board of Directors or about the
operations of the Corporations, and to the use of such information for
personal gain to the detriment of the Corporation.
"Any director, officer, employee or agent of the Corporation who
violates ords in or abets the violation of any of the provisions of
this Decree shall be punished by a fine not exceeding ten thousand
pesos or by imprisonment of not more than five years, or both such fine
and imprisonment.
Sec. 30. Liquidation. — In the event of liquidation
of the Corporation, for any cause, the investment of the private sector
in the capital stock of the Corporation shall have preference in the
petition of the assets of the Corporation.
"Sec. 31. Repealing Clause. — Presidential Decree
No. 252 as amended is hereby repealed. All acts, decrees, rules,
regulations, and other official issuance or parts thereof, inconsistent
or incompatible with any of the provisions of this Decree are likewise
hereby repealed or modified accordingly.
"Sec. 32. This Decree shall take effect immediately."
Done in the City of Manila,
this 25th day of January, nineteen hundred and seventy-seven.
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