Mr. Paulino Magsanoc

July 27, 1983 Mr. Paulino Magsanoc Malasiqui, Pangasinan Sir : This has reference to your letter dated July 11, 1983, requesting opinion on whether the per diem of the trustees of your corporation should be fixed by the board of directors or by its stockholders. cdlex The pertinent provision of the Corporation Code states: "SECTION 30. Compensation of Directors . In the absence of any provision in the by-laws fixing their compensation, the directors shall not receive any compensation, as such directors, except for reasonable per diems ;Provided, however, that any such compensation ( other than per diems ) may be granted to directors by the vote of the stockholders representing at least a majority of the outstanding capital stock at a regular or special stockholders' meeting. ....(Emphasis supplied) The implication from the above provision is that the board of directors can fix their own per diems subject to the limitation, however, that the same be reasonable. On the other hand, if what is intended is to grant compensation to the directors, it is well-settled that only the stockholders and not the directors themselves may fix the amount thereof. But any stockholders' resolution to grant such compensation can only refer to future and not to past services (Barretto vs. La Previsora Filipina, G.R. No. 34719, December 8, 1932, 57 Phil. 649). Please be advised accordingly. cdlex Very truly yours, (SGD.) JESUS J. VALDES Associate Commissioner