Presidential
Decree No. 1360
FURTHER AMENDING CERTAIN
Sections OF
REPUBLIC
ACT NUMBERED SIXTY-THREE HUNDRED NINETY-FIVE ENTITLED “AN ACT REVISING THE
CHARTER OF THE
NATIONAL POWER CORPORATION,”
AS AMENDED BY
PRESIDENTIAL DECREE NOS. 380,
395,
758 AND
938
WHEREAS,
the accelerated expansion program of the
National
Power Corporation involving as it does the construction of generation
facilities in Luzon, Visayas and Mindanao and the setting up of transmission
line grids require a greater degree of corporate flexibility in the
implementation of said power program as well as in corporate management;
WHEREAS, in pursuing said accelerated power expansion program for generation
and transmission facilities, the present capitalization of P 8 Billion and the
ceiling of foreign borrowing pegged at $ 4 Billion would be rendered
insufficient by the year 1987 and, therefore, a corresponding increase thereon
is necessary in order that such programs would be successfully completed.
NOW, THEREFORE, I, FERDINAND E. MARCOS, President of the Republic of the
SECTION 1. Section
5 of
Republic Act Numbered
Sixty-Three Hundred Ninety-Five, as amended, is hereby amended with the
first and second paragraphs thereof duly revised to read as follows:
“SEC. 5. Capital Stock of the
Corporation. – The authorized capital stock of the
Corporation shall be Fifty Billion Pesos
(P 50,000,000,000.00) divided into Five Hundred Million (500,000,000) shares
having a par value of One Hundred Pesos each, which shares are not to be
transferred, negotiated, pledged, mortgaged, or otherwise given as security for
the payment of any obligation. The sum
of Three Hundred Million Pesos of said capital stock has been
subscribed and paid wholly by the Government of the
“The remaining Forty-Nine Billion
Seven Hundred Million Pesos shall be subscribed by the Government of the
Republic of the
“(a) The sum of
Twenty-Nine Million Two Hundred Sixty-Seven Thousand Six Hundred Pesos
representing outstanding cost and interest of reparation goods procured by the
Corporation pursuant to the provisions of
Republic Act Numbered Seventeen Hundred Eighty-Nine, shall be additional
paid-in subscription of the Government of the Philippines for Two Hundred
Ninety-Two Thousand Six Hundred Seventy-Six shares of stock of said capital
stock.
“(b) The balance of
said subscription shall be paid by the conversion into equity capital of the
existing bonded indebtedness, cost of reparations goods that may be allocated
in the future, and surpluses of the
Corporation
and in the absence thereof, from an annual appropriation of Two Hundred Million
Pesos which is hereby appropriated out of any funds in the
National Treasury
not otherwise appropriated, be they collections from any or all taxes accruing
to the general fund or proceeds from loans, the issuance of bonds, treasury
bills or notes which are hereby authorized to be incurred or to be issued by
the
Secretary of Finance for the purpose,
such annual appropriation to be programmed and released by the
Budget Commission in accordance with the
schedule of cash requirements to be submitted by the
Corporation: Provided,
That this annual appropriation of Two Hundred Million Pesos and the programming
and release thereof shall remain in force until the balance of the unpaid subscription
of the Government to the capital stock of the
Corporation shall have been paid in full.”
SEC. 2.
Section 6 of the same Act is hereby amended to
read as follows:
“SEC.
6. The National Power Board; its composition;
compensation of members; qualifications; powers and duties. – The corporate powers of the
Corporation shall be vested in and
exercised by a Board of seven members consisting of a Chairman, Vice-Chairman
and five directors who shall be appointed by the
President of the
“The President of the
Corporation shall be the
ex-officio
Vice-Chairman of the Board.
“The said members of the Board shall
serve for terms of three years, except that any person appointed to fill a
vacancy shall serve only for the unexpired term of the member whom he succeeds.
“The Board shall meet as often as may
be necessary upon call of the Chairman of the Board or upon call by a majority
of all the Board members.
“The members of said Board shall
receive a per diem of not to exceed Five Hundred Pesos for each regular or
special meeting of the Board actually attended by them, and upon approval of
the
Secretary of Energy, shall receive
such other allowances as the Board may prescribe, any provision of law to the
contrary notwithstanding.
“A majority of the members of the
Board shall constitute a quorum for the transaction of business.
“The Board, shall, moreover, have the
following specific powers and duties:
“(a) To formulate and adopt policies and measures for the management and operation
of the
Corporation;
“(b) To adopt an
annual and supplemental budget of receipts and expenditures of the
Corporation according to its
requirements;
“(c) To organize,
reorganize and determine the
Corporation’s
organization structure and staffing pattern; abolish and create offices and
positions; fix the number of its officers and personnel; transfer and re-assign
such officers and personnel; fix their compensation, allowances and benefits,
the provisions of Presidential Decree No. 985 to the contrary notwithstanding;
“(d) To fix the
compensation of the President of the
Corporation
who shall be appointed by the President of the
“(e) For cause, to
suspend or remove any corporate officer appointed by the Board;
“(f) To adopt and
set down guidelines for the employment of personnel on the basis of merit,
technical competence and moral character;
“(g) To take care
that in fixing the rates and fees to be charged by the
Corporation considerations of adequacy,
reliability and sustained power service at the least possible cost to the
public and of limited return on investments as prescribed in Section 5 hereof,
shall be taken;
“(h) Any provision
of law to the contrary notwithstanding, to write off bad debts.”
SEC. 3.
Section 7 of the same Act is hereby amended, to
read as follows:
“SEC.
7. The President of the
Corporation, his powers and duties; and
other Corporate Officers and employees of the
Corporation. – The President of the
Corporation who shall be the Chief Executive Officer of the
Corporation, shall be assisted by
such number of Corporate Officers and employees as may be deemed necessary by
the Board of Directors of the
Corporation.
“The President of the
Corporation shall have the following
powers and duties:
“(a) To execute and administer the policies and measures approved by the Board, and
have the responsibility for the efficient discharge of management functions;
“(b) To submit for
the consideration of the Board such policies and measures which he deems
necessary to carry out the purposes and provisions of this Act;
“(c) To direct and supervise the operation and internal administration of the
Corporation and, for this purpose, may
delegate some or any of his administrative responsibilities and duties to other
officers of the
Corporation;
“(d) Subject to the
guidelines and policies set up by the Board, to appoint and fix the number and
compensation of subordinate officials and employees of the
Corporation; and for cause, to remove,
suspend or otherwise discipline any subordinate employee of the
Corporation;
“(e) To prepare an
annual report of the Board on the activities of the
Corporation at the close of each fiscal
year and upon approval thereof, submit a copy to the President of the
Philippines and to such other agencies as may be required by law;
“(f) To represent
the
Corporation in all dealings and
transactions with other offices, agencies and instrumentalities of the Government
and with all persons and other entities, private or public, domestic or
foreign;
“(g) To exercise
such other powers and duties as may be vested in him by the Board from time to
time.
“The
Commission
on Audit shall appoint a representative who shall be the Auditor of the
Corporation. In carrying out his responsibilities, he shall be assisted by such number of personnel as shall be
necessary, whose appointments shall be subject to the approval of the Board. The salaries of the
Auditor and his staff
shall be fixed and approved by the Board.”
SEC. 4.
Section 8 of the same Act is hereby amended to
read as follows:
“(a)
Domestic Indebtedness.
– Whenever the Board deems it necessary for the
Corporation to incur indebtedness by
contracting loans with domestic financial institutions or to issue bonds to
carry out the purposes for which the
Corporation
has been organized, it shall, by resolution, approved by at least four members
of the Board, so declare and state the purpose for which the proposed debt is to
be incurred and such terms and conditions as it shall deem appropriate for the
accomplishment of the said purpose:
Provided,
That in the case of bond issues, the same shall be subject to the approval of
the President of the Philippines upon recommendation of the
Secretary of
Finance.
“The bonds issued under the authority
of this subsection shall be exempt from the payment of all taxes by the
Republic of the
“The Republic of the Philippines
hereby guarantees the payment by the
Corporation
of both the principal and the interest of the bonds issued by said
Corporation by virtue of this Act, and
shall pay such principal and interest in case the
Corporation fails to do so, and there are
hereby appropriated, out of the general funds in the
National Treasury not otherwise
appropriated, the sums necessary to make the payments guaranteed by this Act:
Provided, That the sums so
paid by the Republic of the Philippines shall be refunded by the
Corporation: Provided, further, That the
Corporation
shall set aside five per centum of its annual net operating revenues before
interests as a reserve or sinking fund to answer for amounts advanced to it by
the National Government for any loan, credit and indebtedness contracted by the
former for which the latter shall be answerable as primary obligor or guarantor
under the provisions of this Act:
Provided,
furthermore, That the setting aside of the amounts mentioned herein shall
automatically cease the moment the accumulated sinking fund or reserve exceeds
the amounts advanced to the
Corporation
by the National Government under this Act: And, Provided, finally, That the
Corporation
may periodically make partial payments to the National Government out of the
said reserves.
“(b)
Foreign Loans.
– The
Corporation
is hereby authorized to contract loans, credits, in any convertible foreign
currency, or capital goods, and indebtedness from time to time from foreign
governments, or any international financial institution or fund source, or to
issue bonds, in such amount and in any foreign currency on such terms and
conditions as it shall deem appropriate for the accomplishment of its purposes
and to enter into and execute agreements and other documents specifying such
terms and conditions.
“The President of the Philippines, by
himself, or through his authorized representative, is hereby authorized to
negotiate and contract with foreign governments or any international financial
institutions or fund sources, in the name and on behalf of the
Corporation, one or several loans, for
the purpose of assisting in the reconstruction, or promoting the development of
the economy of the country.
“The President of the Philippines, by
himself, or through his duly authorized representative, is hereby further
authorized to guarantee, absolutely and unconditionally as primary obligor and
not as surety merely, in the name and on behalf of the Republic of the
Philippines, the payment of the loans, credits, indebtedness and bonds issued
up to the amount herein authorized, which shall be over and above the amount
which the President of the Philippines is authorized to guarantee under
Republic Act Numbered Sixty-One Hundred Forty-Two, as amended, as well as the
performance of all or any of the obligations undertaken by the
Corporation in the territory of the
Republic of the Philippines pursuant to loan agreements entered into with
foreign governments or any international financial institutions or fund sources.
“In the contracting of any loan credit
or indebtedness under this Act, the President of the Philippines may, when
necessary agree to waive or modify the application of any law granting
preferences or imposing restrictions on international competitive bidding,
including among others, Act Numbered Four Thousand Two Hundred Thirty-Nine,
Commonwealth Act Numbered One Hundred Thirty-Eight, the provisions of
Commonwealth Act Numbered Five Hundred Forty-One, Republic Act Numbered Five
Thousand One Hundred Eighty-Three, insofar as such provisions do not pertain to
constructions primarily for national defense or security purposes:
Provided, however, That as far as
practicable, utilization of the services of qualified domestic firms in the
prosecution of projects financed under this Act shall be encouraged:
Provided, further, That in case where
international competitive bidding shall be conducted preference of at least
fifteen per centum shall be granted in favor of articles, materials or supplies
of the growth, production of manufacture of the Philippines: Provided, finally, That the method and procedure in the comparison
of bids shall be the subject of agreement between the Philippine Government and
the lending institution.
“The loans, credits and indebtedness
contracted under this subsection and the payment of the principal, interest and
other charges thereon, as well as the importation of machinery, equipment,
materials, supplies and services, by the
Corporation,
paid from the proceeds of any loan, credit or indebtedness incurred under this
Act, shall also be exempt from all direct and indirect taxes, fees, imposts,
other charges and restrictions, including import restrictions previously and
presently imposed, and to be imposed by the Republic of the Philippines, or any
of its agencies and political subdivisions.”
SEC. 5.
A new section shall be inserted to be known as
Section 16-A of the same Act, to read as follows:
“SEC. 16-A.
Transitory Provisions:
“(a) The word “President” in Section 3 (k) of this Act shall refer to the President
of the
“(b) The phrase “General
Manager of the Corporation” in this Act, as amended, shall mean the President
of the
Corporation; And further, the
phrase “Regional Manager” in this Act, shall mean Corporate Officer;
“(c) Until the
President of the Philippines appoints the President of the
Corporation, the incumbent General
Manager of the Corporation shall, as may be determined by the Board, either act
as President of the
Corporation
or hold such office with such duties and responsibilities as shall be determined
by the Board:
Provided, That, upon
the assumption of office by the President of the
Corporation appointed by the President of
the Philippines, said incumbent General Manager of the
Corporation shall without any diminution
in salary, allowances and benefits, hold such office and perform such duties
and responsibilities as shall be determined by the Board.”
SEC. 6.
Repealing Clause.
– All laws, decrees, executive orders,
administrative orders, rules and regulations
inconsistent herewith are hereby repealed, amended or modified accordingly.
SEC. 7.
This Decree shall take effect immediately.
Done in the
City of
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