DOJ Opinion No. 138, s. 1987

DOJ OPINION NO. 138 , s. 1987 December 1, 1987 Assistant Commissioner Eduardo T. Malisis Insurance Commissioner 1971 United Nations Avenue Manila Sir : This refers to your request for opinion on whether or not you can legally provide the Presidential Commission on Good Government ("PCGG") with a copy of the examination report on the Intercontinental Underwriting Management Phils., Inc. ("IUM") considering that IUM is not a sequestered corporation and that Section 142 of the Corporation Code provides for the confidential nature of the examination results of any corporation. It appears that your office has conducted an examination on the affairs, financial condition and methods of doing business of XUN that the PCGG is requesting a copy of the examination report on IUM, together with its findings and recommendation, is connection with the PCGG's investigation of Integrated Factors, Inc. ("IFC"), a company under sequestration; and that the reason for said report is the IUN has a monopoly of the reinsurance business which emanated from IFC and the examination report shall be of great importance in resolving issues regarding the business relations and practice of IFC. prcd The examination conducted by the Insurance Commission of IUM is , inter alia , upon Section 246 of P.D. No. 612, as amended, which in part reads: "The Commissioner shall at least once a year and whenever he considers the public interest so demands, cause an examination to be made into the affairs, financial condition and method of business of every insurance company authorized to transact business in the Philippines and of say other person, firm or corporation managing the affairs and/or property of such issuance company . . ." On the other hand, Section 142 of the Corporation Code (B.P. Blg. 68) states; "All interrogatories propounded by the Securities and Exchange Commission and the answers thereto, as well as the results of any examination made by the Commissioner or by any other official authorized by law to make an examination of the corporations, books and records of any corporation, shall be kept strictly confidential, except insofar as the law may require the same to be made public or where such interrogatories, answer or results are necessary to be presented as evidence before any court." (Emphasis Supplied.") prcd Thus, the question involved herein is whether or not the Insurance Commission may provide the PCGG a copy of the examination report on IUM without violating the rule on confidentiality expressed in the foregoing provision of law. We believe the answer should be in the affirmative. The PCGG was created pursuant to Proclamation No. 3 mandating the President to "give priority to measures to achieve the mandate of the people to recover ill-gotten properties managed by the leaders and supporters of the previous regime" (Sec. 1/d/, Art. II). By express provisions of law, the said agency was invested with primary responsibility of recovering assets and properties of the government which were improperly and illegally acquired by ex-President Marcos and his relatives and associates (3d and 4th "Whereas" clause, E.O. No. 2) and was directed to undertake "the just and expeditious recovery of such ill-gotten wealth in order that the funds, assets and other properties may be used to hasten national economic recovery" (4th "Whereas" clause, E.O. No. 14). In the discharge of its unprecedented task, the PCGG was equipped with comprehensive powers, undoubtedly, to assure the success of its legally-mandated mission. Thus, it is empowered, among others, "to conduct investigations as may be necessary", "to administer oaths, and issue subpoenas requiring the attendance and testimony of witnesses and/or production of such books, papers, contracts, records, statement of accounts and other documents as may be material to" its investigations; and "to seek and secure the assistance of any office, agency or instrumentality of the government" (Sec. 3[a], [c] & [g], E.O. No. 1). More significantly, it is empowered "to grant immunity from criminal prosecution to any person who provides information or testifies in any investigation conducted by" it (Sec. 5, E.O. No. 14-A, as amended) and "to request and appeal to foreign governments wherein any such assets and properties may be found to freeze them and otherwise prevent their transfer, conveyance, encumbrance, concealment or liquidation"(Para. 4, E.O. 2). prcd Cognizant of the manifest intention of the legislative authority to vest the PCGG with adequate authority and jurisdiction to successfully pursue its gargantuan task, this Department has previously ruled that R.A. Nos. 1405 and 6426, which guarantees absolute confidentiality to bank deposit, investments in government bonds and foreign currency deposits, cannot be successfully invoked against the investigative powers of the PCGG over the bank accounts, records and documents of the deposed President and his cronies. (Opn. No. 13, e.a.) The reason for the ruling is that "[t]o hold that such a massive undertaking to track down the ill-gotten wealth of former President Marcos and his associates can be subject to the constraints of the laws of secrecy of bank deposits, would frustrate the mission of the Commission as clearly directed by law."( Idem ) Thus, if specific statutes on the confidentiality of bank information, such as R.A. Nos. 1406 and 6426, cannot prevail over the inquiry-making authority of the PCGG, there is more reason why the confidentiality of corporate records provided in Section 142 of the Corporation Code cannot be similarly invoked against the information needs of said agency. It is noted that Section 142 of the Corporation Code, supra , merely states a general rule on confidentiality of information regarding operations, books and records of any corporation and said rule is not founded upon an expressly-declared public policy. Upon the other hand, the PCGG mandate is clear and specific and is founded on an overriding national interest and a proceeding public concern. Pertinent is the well-settled rule that in case of conflict, a general law cannot prevail over a special law (Ops., Secretary of Justice, No. 127, s. 1978 and No. 48, s. 1981). The fact that IUM is not a sequestered corporation is immaterial. We find no indication in the various legislations affecting the PCGG which restricts its investigation. One should not make a distinction not intended by law. prcd Please be guided accordingly. Very truly yours, (SGD.) SEDFREY A. ORDOEZ Secretary of Justice