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PRESIDENTIAL DECREE NO. 927
PRESIDENTIAL DECREE NO. 927 -
FURTHER AMENDING THE CHARTER OF THE PHILIPPINE NATIONAL OIL COMPANY
(PNOC) AS PROVIDED FOR IN PRESIDENTIAL DECREE NO. 334, AS AMENDED, AND
FOR OTHER PURPOSES
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WHEREAS,
the Philippine National Oil Company was organized principally to assure
an adequate and stable supply of oil and petroleum;chanroblesvirtualawlibrary
WHEREAS, the continuing increase in the cost of oil and petroleum makes
it imperative that the exploration and development of other sources of
energy be accelerated; chanroblesvirtualawlibrary
WHEREAS, the Philippine National Oil Company is best suited to
undertake the task; at the same time, in order that the Philippine
National Oil Company may better realize the purposes for which it has
been organized and so that it may continue to be an effective
instrument in the attainment of national goals, it necessary that its
powers be broadened;chanroblesvirtualawlibrary
Section 1. Section 2, 3, 4, 5, 6, 8, 11, and 12 of
Presidential Decree No. 334 are hereby amended to read as follows:cralaw:red
"Sec. 2. Declaration of Policy. — It is the declared
policy of the State to promote industrial and over-all economic
development through the effective and efficient utilization of energy.
In line with this policy, the establishment of an organized entity is
necessary in order to assure adequate supply of oil and oil products as
well as power and energy to all users and consequently enable the
unimpeded and efficient growth of the economy.
"Sec. 3. Creation, Name, Domicile and Term. — There
is hereby created a body corporate to be known as the Philippine
National Oil Company, hereinafter referred to as the "Company", which
shall undertake and transact the corporate business relative primarily
to oil or petroleum operations and other energy resources exploitation
as defined hereunder, and for that purpose, the Company shall have
capacity to sue and be sued.
"Oil or Petroleum Operations" shall include actual exploration,
production, refining, tankerage and/or shipping, storage, transport,
marketing, and related activities concerning oil and petroleum products.
"Energy resources exploitation" shall include exploration, discovery,
development, extraction, utilization, refining, processing, transport,
and marketing of all forms of energy resources. "Energy resources"
means any substance, mineral or otherwise, which by itself or in
combination with other substances or after processing or refining or
the application to it of technology emanates, gives off, generates or
causes, the emanation or generation of heat or power or energy such as,
but not limited to, petroleum or oil, coal, marsh gas, methane gas,
geothermal sources of heat and power, uranium and other minerals and
deposits.
The principal office of the Company shall be determined by its Board of
Directors. It may establish such offices, agencies, subsidiaries,
branches or correspondents in the Philippines or abroad as its business
operation would require.
The Company shall have a term of fifty (50) years from the issuance
hereof, which shall be deemed renewed for an equal period unless sooner
dissolved by law.
"Sec. 4. Purposes. — The Company shall have the
following purposes:cralaw:red
a) o provide and maintain an adequate and stable
supply of oil and petroleum products for the domestic requirement and
for that purpose to engage in, control, supervise and regulate the
transportation, storage, importation, exportation, refining, supply,
sale and distribution of crude oil, refined petroleum and petroleum
based products, whether imported or produced by local refineries;chanroblesvirtualawlibrary
b) To promote the exploration, exploitation and
development of local oil, petroleum and other energy resources;chanroblesvirtualawlibrary
c) To foster conditions relating to oil or petroleum
operations and other energy resources exploitation conducive to a
balanced and sustainable growth of the economy.
"Sec. 5. Powers and Functions of the Company. — The
Company shall have the following powers and functions:cralaw:red
a) To undertake, by itself or otherwise, exploration,
exploitation, and development of all energy resources of the country,
including surveys and activities related thereto;chanroblesvirtualawlibrary
b) To establish, maintain, control and direct in any
area within the national territory as it may deem appropriate, a
petroleum and energy base territory and construct, install or maintain
therein duty-free ports adequate for the use of vessels engaged in
offshore oil drilling operations,rports sufficient for direct service
flights, telecommunications center and ship-to-shore communications
facilities, provide electric power and fresh water supply, and perform
such other acts as it may deem necessary and advantageous or convenient
to such operations; chanroblesvirtualawlibrary
c) To lease, at reasonable rates, to private domestic
entities or person such portion or portions of the petroleum and energy
base, including facilities necessary for warehousing, logistical
centers for the storage of oil drilling and oil well supplies,
fabrication of off-shore drilling components and structures, mechanical
repair facilities and the like; spaces for the office, habitation and
recreational requirements of personnel directly engaged in offshore oil
drilling and in manning the various logistical support operations and
their immediate dependents;chanroblesvirtualawlibrary
d) To undertake all other forms of petroleum or oil
operations and other energy resources exploitations;chanroblesvirtualawlibrary
e) To enter into contracts, with or without public
bidding, with any person or entity, domestic or foreign, and with
governments for the undertaking of the varied aspects of oil or
petroleum operation, and energy resources exploitation including the
acquisition, by way of purchase, lease or rent or other deferred
payment arrangements of equipment and/or raw materials and supplies, as
well as for services connected therewith under such term and conditions
as it may deem proper and seasonable;chanroblesvirtualawlibrary
f) To borrow money from local and foreign sources as
may be necessary for its operations;chanroblesvirtualawlibrary
g) Any provision of law to the contrary
notwithstanding, including but not limited to Section 13 of Act 1459,
as amended, to invest its funds as it may deem proper and necessary in
any activity related to its purposes, including in any bonds or
securities issued and guaranteed by the Government of the Philippines
and the Company may organize and incorporate subsidiary corporations
for the purpose. The capital stock of corporations organized and
incorporated by the Company may be subscribed in whole or in a part by
the Company. Where the Company has a controlling interest of not less
than fifty-one percent (51%) of the issued and outstanding capital
stock, of such subsidiaries, the securities, including shares of
capital stock, issued by the subsidiaries and corporations owned and/or
controlled by it, as well as the sale of and/or subscription to such
securities and shares of capital stock shall be exempt form
registration, licensing or other requirements imposed under the
Securities Act (C. A. No. 83, as amended) any other law, decree, order
or regulation; chanroblesvirtualawlibrary
h) To purchase, hold alienate, mortgage, pledge or
otherwise dispose of the shares of the capital stock of, or any bond,
security of other corporations or associations of this or any other
country; and while the owner of said stock, to exercise all the rights
of ownership, including the right to vote thereon;chanroblesvirtualawlibrary
i) To hold lands and acquire rights over mineral
lands in excess of the areas permitted to private corporations,
associations and persons by statute;chanroblesvirtualawlibrary
j) To engage in export and import business of oil,
petroleum, other forms and sources of energy and their derivatives, as
well as in related activities;chanroblesvirtualawlibrary
k) To acquire assets, real or personal, or interest
therein, and encumber or otherwise dispose the same as it may deem
proper and necessary in the conduct of its business; chanroblesvirtualawlibrary
l) Subject to existing regulations, if it deems
necessary, to establish and maintain such communication system, whether
by radio, telegraph or any other manner, without the need of a separate
franchise therefor;chanroblesvirtualawlibrary
m) To determine its organizational structure, and the
number and salaries of its officer and employees;chanroblesvirtualawlibrary
n) To establish and maintain offices, branches,
agencies, subsidiaries, correspondents or other units anywhere as may
be needed by the Company and reorganize or abolish the same as it may
deem proper;chanroblesvirtualawlibrary
o) To exercise the right of eminent domain as may be
necessary for the purpose for which the Company is created;chanroblesvirtualawlibrary
p) Subject to payment of the proper amount, to enter
private lands for the purpose of conducting geological or geophysical
studies in connection with petroleum, mineral and other energy
resources, exploration and exploitation;chanroblesvirtualawlibrary
q) To acquire easement over public and private lands
necessary for the purpose of carrying out any work essential to its
petroleum operation and energy resources exploitation, subject to
payment of just compensation;chanroblesvirtualawlibrary
r) To establish and maintain a technical educational
system for the sustained development of the necessary manpower to
manage and operate its affairs and business; chanroblesvirtualawlibrary
s) To adopt a code of by-laws to complement this
charter;chanroblesvirtualawlibrary
t) To adopt and use a corporate seal which shall be
judicially noticed;chanroblesvirtualawlibrary
u) To perform such acts and exercise such functions
as may be necessary for the attainment of the purposes and objectives
herein specified;chanroblesvirtualawlibrary
v) To perform such other functions as may be provided
by law.
"Sec. 6. Governing Body. — The Company shall be
governed by a Board of Directors, hereinafter referred to as the
"Board" which shall be composed of nine (9) members, to be appointed by
the President of the Philippines. The members of the Board shall serve
for a term of three (3) years or until their successors shall have been
appointed and qualified. In case of any vacancy in the Board, the same
shall be filled by the President of the Philippines for the unexpired
term.
No person shall be appointed as member of the Board unless he is a
natural born citizen of the Philippines, at least thirty-five (35)
years of age and of established integrity.
The Chairman of the Board, who shall be the chief executive officer of
the Company, as well as the President of the Company shall be appointed
by the President of the Philippines. The other officers of the Company
shall be appointed by the Board.
"Sec. 8. Duties and Responsibilities of the Chairman
of the Board and President. — The Chairman of the Board and the
President shall exercise such powers and perform such duties as may be
provided in the By-Laws or as may be vested in them by the Board. chanroblesvirtualawlibrary
xxx
xxx
xxx
"Sec. 11. Auditor. — Any provision of law to the
contrary notwithstanding, the Commission on Audit shall appoint,
subject to the approval of the Board, a representative who shall be the
Auditor of the Company and such personnel as may be necessary to assist
said representative in the performance of his duties. The salaries of
the Auditor and his staff shall be approved by the Board. The auditors
of corporations owned or controlled by the Company who shall be
reputable accounting and auditing firms shall be appointed by their
respective boards of directors.
"Sec. 12. Appointment, Control and Discipline of
Personnel. — Any provision of law to the contrary notwithstanding, the
"Board", upon recommendation of the President of the Company, shall
appoint the officers and employees of the Company and its subsidiaries;
fix their compensation, allowances and benefits, their working hours
and such other conditions of employment as it may deem proper; grant
them leaves of absence under such regulations as it may promulgate;
discipline and/or remove them for cause; and establish and maintain a
recruitment and merit system for the Company and its affiliates and
subsidiaries."
Section 2. This Decree shall take effect immediately.
Done in the City of Manila,
this 30th day of April in the year of Our Lord, nineteen hundred and
seventy-six.
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