Dir. Angeles T. Wong

May 22, 1992 Dir. Angeles T. Wong Licensing and Regulation Office Department of Labor and Employment POEA Bldg.,Ortigas Avenue Corner EDSA, Mandaluyong Metro Manila S i r : This refers to your first indorsement letter dated April 22, 1992 informing this Commission of the letter of Hernandez, Velicaria, Villa and Santiago Law Offices dated April 7, 1992 regarding their request for the renewal of the alien employment permit of Mr. Nicholas A. Kyrkilis. It appears from the letter of the above-mentioned Law Offices attached to your indorsement letter that they are requesting for a reconsideration of the decision of your Office denying their request for the issuance of a favorable indorsement to the Department of Labor and Employment of the request for renewal of the Alien Employment Permit of Mr. Kyrkilis as Vice-President/Treasurer of Manila Shipment and Manning, Inc. on the ground that the SEC ruling which served as the basis of your decision is merely an opinion rendered by a government agency which does not have the force and effect of law and that opinions rendered by other administrative agencies, like the SEC, are not binding on the POEA. llcd In this connection, it has to be emphasized that the opinion of the SEC stating that in firms engaged in wholly or partially nationalized activities, aliens are banned from being appointed to management positions as president, vice-president, treasurer, auditor, etc., of said companies, although they can be elected directors in proportion to their allowable participation or share in the capital, was rendered pursuant to the ruling of the Department of Justice Re: Opinion No. 37, 1976, and provisions of Commonwealth Act No. 108, as amended by P.D. 715, otherwise known as the Anti-Dummy Law, quoted hereunder: "SECTION 2-A. Any person, corporation, or association which, having in its name or under its control, a right, franchise, privilege, property or business, the exercise or enjoyment of which is expressly reserved by the Constitution or the laws to citizens of the Philippines or of any other specific country, or to corporations or associations at least sixty per centum of the capital of which is owned by such citizens, permits or allows the use, exploitation or enjoyment thereof by a person, corporation or association not possessing the requisites prescribed by the Constitution or the laws of the Philippines or leases, or in any other way, transfers or conveys said right, franchise, privilege, property or business to a person, corporation or association not otherwise qualified under the Constitution, or the provisions of the existing laws; or in any manner permits or allows any person, not possessing the qualifications required by the Constitution, or existing laws to acquire, use, exploit or enjoy a right, franchise, privilege, property or business, the exercise and enjoyment of which are expressly reserved by the Constitution or existing laws to citizen of the Philippines or of any other specific country, to intervene in the management, operation, administration, or control thereof, whether as an officer ,employee or laborer therein with or without remuneration except technical personnel whose employment may be specifically authorized by the Secretary of Justice ,and any person who knowingly aids, assists or abets in the planning, consummation or perpetration of any of the acts herein above enumerated shall be punished by imprisonment for not less than five nor more than fifteen years and by a fine of not less than the value of the right, franchise or privilege enjoyed or acquired in violation of the provisions hereof but in no case less than five thousand pesos: Provided, however, That the president, managers or persons in charge of corporations, associations or partnerships violating the provisions of this section shall be criminally liable in lieu thereof: Provided, further, That any person, corporation or association shall, in addition to the penalty imposed herein, forfeit such right, franchise, privilege, and the property or business enjoyed or acquired in violation of the provisions of this Act: And provided, finally, that the election of aliens as members of the board of directors or governing body of corporations or associations engaging in partially nationalized activities shall be allowed in proportion to their allowable participation or share in the capital of such entities ." (Emphasis supplied) While the SEC has no jurisdiction over matters relating to the implementation of the provisions of the Labor Code, it is well-settled that it has jurisdiction over intra-corporate affairs of corporations which include those involving management by the board of directors and/or officers. The Commission, therefore, has the authority to look into any possible violation of pertinent existing laws on the matter. Please be advised accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman