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PRESIDENTIAL DECREE NO. 2012
PRESIDENTIAL DECREE NO. 2012 -
CREATING THE ASSETS MANAGEMENT COMPANY, DEFINING ITS POWERS AND
FUNCTIONS, PROVIDING FUNDS THEREFOR, AND FOR OTHER PURPOSES
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WHEREAS,
the Development Bank of Philippines (DBP), in the pursuit of its
objectives, extended financial assistance to various development
projects and undertakings which are presently encountering operational
and financial difficulties due to factors beyond its control (the
"non-performing accounts"); chanroblesvirtualawlibrary
WHEREAS, as a result of the large accumulation of non-performing
accounts and the correspondingly low loan collections, the DBP is
currently facing severe liquidity problems, thereby weakening its
capability to continue financing development projects and maturing
obligations;chanroblesvirtualawlibrary
WHEREAS, the Government is willing to provide the necessary support and
assistance in order to enable the DBP to operate viably, including but
not limited to absorbing the liabilities of the DBP occasioned by the
non-performing accounts, and undertaking the rehabilitation of
companies or projects classified as non-performing accounts and/or the
disposal of these companies or projects, whether completely
rehabilitated or not, as well as other assets presently held by the DBP
as a consequence of its having financed the projects;chanroblesvirtualawlibrary
WHEREAS, there is need to establish a government-owned or controlled
entity that will handle, administer, manage and otherwise dispose of
the non-performing accounts and assets of the DBP and other government
financial institutions to be the transferred to the Government.
NOW, THEREFORE, I, FERDINAND E. MARCOS, President of the Philippines,
by virtue of the powers vested in me by the Constitution, do hereby
order and decree:cralaw:red
Section 1. Short Title. — This Decree shall be known
as the "Charter of the Assets Management Company".
Section 2. Creation, Name, Domicile and Term. — There
is hereby created a body corporate under the Office of the President to
be known as the Assets Management Company, hereinafter referred to as
the Company. Its principal place of business shall be in Metropolitan
Manila and it may establish such offices, agencies or branches in other
places within and outside the Philippines, as may be necessary for the
proper conduct of its business. It shall be a corporate existence of
twenty-five (25) years from the date of the effectivity of this Decree.
Section 3. State of Principal Purpose. — The
principal purpose of the Company is to act and serve as a vehicle of
the National Government to handle, administer or manage or otherwise
dispose of the non-performing accounts and other assets of the
Development Bank of the Philippines (DBP) and other government
financial institutions to be transferred to it pursuant to this Decree.
Section 4. Powers and Functions of the Company. — The
Company shall have the general corporate powers provided in the
Corporation Code of the Philippines insofar as they are not
inconsistent with this Decree, and such other powers as may be
necessary or proper to enable it to effectively carry out its
objectives and perform its powers and functions under this Decree.
It shall have among others, the following powers and functions:cralaw:red
a. To acquire, hold, administer, manage, mortgage and
alienate personal or real property of whatever kind and nature in the
Philippines or elsewhere, including property or business covered by
permits and licenses granted and/or issued by the Government, the
provision of any law to the contrary notwithstanding;chanroblesvirtualawlibrary
b. To receive and collect the interests, dividends,
and income arising from real or personal properties, stocks, bonds,
debentures, contracts, or obligations, and to possess and exercise in
respect thereof all the rights, powers and privileges of ownership of
such properties;chanroblesvirtualawlibrary
c. To sell, transfer, or otherwise dispose, with or
without bidding, for cash or on installment payment basis, real and
personal property of every kind and description, including shares of
stock, bonds, debentures, notes, evidences of indebtedness, and other
securities or obligations of any corporation or association, whether
domestic or foreign;chanroblesvirtualawlibrary
d. To contract loans and issue bonds and other
obligations as security therefor, and for property purchased or
acquired by it, or for any bond or other object in or about its
business; and to secure any bond or other obligation issued or incurred
by it;chanroblesvirtualawlibrary
e. To enter into contracts, with or without public
bidding, with any person or entity, domestic or foreign, or with
governments for the undertaking of rehabilitation of projects,
including the acquisition, by way of purchase, lease or other deferred
payment arrangements, of equipment and/or raw materials and supplies,
as well as for services connected therewith under such terms and
conditions as it may deem proper and reasonable;chanroblesvirtualawlibrary
f. To sue and be sued;chanroblesvirtualawlibrary
g. To adopt and use a corporate seal;chanroblesvirtualawlibrary
h. To succeed by its corporate name; and
i. To perform such other acts and exercise such other
functions as may be necessary or proper for the attainment of the
primary purpose and objectives herein specified, or as may be directed
by the President of the Philippines.
Section 5. Capital Stock. — The company shall have an
authorized capital stock of One Hundred Billion Pesos
(P100,000,000,000.00), divided into one hundred million shares with a
par value of One Thousand Pesos (P1,000.00) per share, to be fully
subscribed to and paid up by the Republic of the Philippines or by any
of its agencies, instrumentalities and subdivisions, including
government-owned or controlled corporations. The Government is hereby
authorized to appropriate funds out of the National Treasury for the
purpose of paying the subscription of the Republic of the Philippines
to the capital stock of the Company.
Section 6. Board of Directors. — The affairs and
business of the Company shall be directed, its powers exercised and its
properties managed and preserved by a Board of Directors, hereinafter
referred to as the Board, consisting of a Chairman, a Vice-Chairman and
seven other members to be appointed by the President of the Philippines
who shall serve for a term of three (3) years, unless sooner removed
for any cause.
The Board shall convene as frequently as may be necessary to discharge
its responsibilities properly, but shall meet at least once every two
(2) weeks. The Board may be convened by the Chairman or, in his
absence, by the Vice-Chairman.
The presence of at least (5) members shall constitute a quorum to do
business, and the majority vote of the members present, there being a
quorum, shall be necessary for the adoption of any resolution, rule,
regulation, decision or any other act of the Board.
The Chairman and other members of the Board shall receive per diem for
each Board meeting actually attended, as the Board may determine:
Provided, that such per diem shall not exceed Two Thousand Pesos
(P2,000.00) during any one month for each member. The members shall
also be entitled to reimbursable transportation and representation
allowances in going to and coming from Board meetings and transacting
official business for the Company. chanroblesvirtualawlibrary
Whenever any member of the Board has a personal interest of any sort on
a matter before the Board, or any of his business associates, or any of
his relatives within the fourth degree of consanguinity or second
degree of affinity has such an interest, said member shall not
participate in the discussion or resolution of the matter and must
retire from the meeting during deliberations thereon. The subject
matter, when resolved and the fact that a member had a personal
interest in it, shall be made available to the public and the minutes
of the meeting shall note the withdrawal of the member concerned.
Section 7. Powers and Responsibilities of the Board.
— The Board shall have the following powers and responsibilities:cralaw:red
(a) To define and approve the programs, plans,
policies, procedures and guidelines for the Company in accordance with
its purposes and objectives, and to control the management operation
and administration of the Company;chanroblesvirtualawlibrary
(b) To approve the Company's organizational
structure, staffing pattern, operating and capital expenditures, and
financial budgets, prepared in accordance with the corporate plan of
the Company;chanroblesvirtualawlibrary
(c) To approve salary ranges, benefits, privileges,
bonuses, and other terms and conditions of service for all officers and
employees of the Company, upon recommendation of the President of the
Company;chanroblesvirtualawlibrary
(d) To appoint, transfer, promote, suspend, remove or
otherwise discipline any subordinate officer or employee of the
Company, upon recommendation of the President of the Company;chanroblesvirtualawlibrary
(e) To create such committee or committees and
appoint the members thereof, as may be necessary or proper for the
management of the Company or for the attainment of its purposes and
objectives;chanroblesvirtualawlibrary
(f) To approve the general terms and conditions for
the sale, assignment, transfer or disposition of companies, assets and
other real or personal properties owned or held by it: Provided,
however, That the power to approve particular contracts of sale may be
delegated to an Executive Committee composed of members of the Board as
it may designate and under such guidelines as it may determine;chanroblesvirtualawlibrary
(g) To compromise, condone or release, in whose or in
part, any claim or settled liability to the Company or to an acquired
company, regardless of the amount involved, to promote the interest of
the Company;chanroblesvirtualawlibrary
(h) To reorganize or abolish the Company's offices,
branches, or any other units within or outside of the Philippines as it
may deem necessary or proper;chanroblesvirtualawlibrary
(i) To adopt, amend or modify the By-laws for the
regulation of the Company's proceedings, prescribing the duties of
officers and employees of the Company; delegating to the President the
conduct of any business of the Board of Directors; fixing the salaries,
fees or other remuneration to be paid to the Directors; and generally,
for the conduct and management of its activities;chanroblesvirtualawlibrary
(j) To promulgate such rules and regulations as may
be necessary or proper to implement this Decree, and to modify, amend
or repeal the same from time to time; and
(k) To exercise such other powers and functions and
perform other acts as may be necessary, proper or incidental to the
attainment of the purposes and objectives of the Company, or as may be
directed by the President of the Philippines.
Section 8. Executive Officers; Compensation. — The
Chief Executive of the Company shall be the President, who shall be
chosen and may be removed by the Board with the approval of the
President of the Philippines. The President shall be assisted by such
officers as may be required whose appointment and removal shall be
approved and whose salaries shall be fixed by the Board.
Section 9. Duties and Powers of the President. — The
President of the Company shall be a member of the Board and shall,
among others, execute the policies, measures, orders and resolutions
promulgated by the Board, and supervise and administer the operations
of the Company. He shall be the representative of the Company and shall
enter into contract and other obligations on behalf of the Company
required and permitted by this Decree. He shall report periodically to
the Board the main facts concerning the operations of the Company, and
shall recommend policies or changes policies which may to him seem
best. He shall furnish upon request of the President of the Philippines
any information in his possession regarding the operations of the
Company.
Section 10. Personnel. — All officers and employees
of the Company shall be subject to the Civil Service Law, rules and
regulations, except those whose positions may, upon recommendation of
the Board, be declared by the President of the Philippines as
policy-determining, primarily confidential of highly technical in
nature.
Section 11. Legal Counsel. — The Government
Corporation Counsel shall be the Legal Counsel of the Company:
Provided, That the Company may establish its own Legal Department under
the control and supervision of the Government Corporation Counsel to
handle the day-to-day legal matters affecting the affairs of the
Company. For the performance of his duty and the services of the Legal
Staff of the Office of the Government Corporate Counsel, the Board
shall appropriate and the President shall remit, such amount as shall
determined by the Government Corporate Counsel.
Section 12. Auditor. — The Commission on Audit shall
appoint a representative who shall be the auditor of the Company, and
such personnel as may be necessary to resist said representative in the
performance of his duties. The salaries and expenses in maintaining the
auditor's office shall be paid by the Company. The Auditor and the
personnel under him may be removed only by the Commission on Audit.
Section 13. Transfer of Non-Performing Accounts and
Assets, Including Acquired Assets of the Development Bank of the
Philippines to the Company. — As of the effectivity of this Decree, all
the non-performing accounts, assets, including acquired assets of the
Development Bank of the Philippines as hereinbelow defined, which are
in the books of the Development Bank of the Philippines as of
____________ are hereby transferred to the Company, which shall
exercise the powers and succeed to all the rights and interest of the
Development Bank of the Philippines in respect of such non-performing
accounts, assets, and acquired assets thus transferred.
As used in this Decree, the following terms shall have the following
meanings (such meanings to be equally applicable to both the singular
and plural forms of the terms defined):cralaw:red
a. "Non-Performing Accounts" — DBP accounts including
but not limited to loans, contract mortgage receivables, equities, bond
investments, advances, guarantees and accounts receivable which have
been classified thus by the Development Bank of the Philippines.
b. "Assets" — All property of every kind and nature
which is, or may be made available for the payment of the debts of an
obligor classified as non-performing account, including but not be
limited to, all tangible and intangible assets of that obligor
assigned, mortgaged or otherwise alienated in favor of the Development
Bank of the Philippines or which may be attached/garnished by the
Development Bank of the Philippines in an appropriate action.
c. "Acquired Assets" — shall also refer to all
tangible and intangible property presently owned by/registered in the
name of the Development Bank of the Philippines which were acquired as
a consequence of its lending operations and which are no longer used,
or are not presently needed by the Development Bank of the
Philippines. chanroblesvirtualawlibrary
Section 14. Assumption of Liabilities of the
Transferred Non-Performing Accounts of DBP by the National Government.
— As of the effectivity of this Decree, all the corresponding
liabilities, debts, obligations or responsibilities, whether absolute
or contingent, direct or indirect, arising from or in connection with
the transferred non-performing accounts for which the Development Bank
of the Philippines is or may be held liable, are hereby transferred to,
and shall be assumed by, the National Government, which shall create an
office or unit under the Office of the National Treasurer that will
service the assumed liabilities.
Section 15. Procedure of Transfer. — The Development
Bank of the Philippines, the Company created under this Decree and the
representative(s) designated by the Office of the President shall
formulate the necessary procedures to expedite the transfers called for
by the two immediately preceding Sections.
Section 16. Displaced DBP Personnel. — In the hiring
of the personnel of the Company or the personnel of the office to be
created under Section 14 hereof, priority shall be given to qualified
DBP personnel whose services may be dispensed with by the DBP as a
result of the transfers mentioned in Sections 13 and 14 of this Decree.
Section 17. Tax Exemption. — The Company shall be
exempt from all national, provincial, municipal and city taxes and
assessments now enforced or hereinafter established.
The exemption authorized in the preceding paragraph of this Section
shall apply to all properties of the Company to the resources,
receipts, expenditures, profits and income of the Company, as well as
to all contracts, deeds, documents and transactions related to the
conduct of the business of the Company: Provided, however, That said
exemptions shall apply only to such taxes and assessments for which the
Company would otherwise be liable and shall not apply to taxes and
assessments payable by persons or other entities doing business with
the Company.
Section 18. Appropriations. — The annual budget of
the National Government shall include appropriation for the yearly
funding requirement for the operations of the Company. For the initial
funding requirements of the Company, the sum of ONE HUNDRED SEVENTY-TWO
MILLION FORTY-FOUR THOUSAND PESOS (P172,044,000.00) is hereby set aside
and appropriated from the general funds not otherwise appropriated.
Section 19. Exemption from Attachment. — All assets
of the Company, including securities of non-performing accounts
transferred to the Company by the Development Bank of the Philippines
shall not be subject to attachment and execution. chanroblesvirtualawlibrary
Section 20. Reports. — The Company shall, within
three (3) months after the end of every fiscal year, submit its annual
report to the President of the Philippines, together with its
recommendations. It shall likewise submit such other periodic or other
reports and recommendations as may be required from time to time.
Section 21. Separability Clause. — Should any
provision of this Decree be held unconstitutional, the remaining
provisions hereof shall be valid and effective: Provided, That such
provisions can stand alone and be enforced in their entirety.
Section 22. Repealing Clause. — All laws, decrees,
executive orders, administrative orders, rules and regulations,
inconsistent herewith are hereby repealed, amended or modified
accordingly.
Section 23. Effectivity. — This Decree shall take
effect immediately.
Done in the City of Manila,
this 20th day of January, in the year of Our Lord, nineteen hundred and
eighty-six.
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