Mr. Donald S. Ferrer

June 22, 1983 Mr. Donald S. Ferrer Ferrer & Magno Law Offices 3rd Floor, Prudential Bank Bldg. Ayala Avenue, Makati, Metro Manila Sir : This refers to your letter dated June 11, 1982 requesting the opinion of this Commission on the validity of the following proposed amendments to Secs. 6 and 7 of the amended by-laws of NATIONAL REINSURANCE CORPORATION OF THE PHILIPPINES, a creation of PD No. 1270. Section 4 of the Corporation Code of the Philippines promulgated May 31, 1980 provides that: "Corporations created by special laws or charters shall be governed primarily by the provisions of the special law or charter creating them or applicable to them, supplemented by the provision of this Code, in so far as they are applicable." Presidential Decree 1270, "Authorizing the Organization and Licensing of a Professional Reinsurer to be known as the National Reinsurance Corporation of the Philippines and Designating Said Corporation as the National Institution That Will Subscribe to the Capital Stock of the Asian Reinsurance Corporation" provides in Section 2 thereof that: "The Insurance Commissioner shall approve the Articles of Incorporation and By-Laws of the said corporation to ascertain the carrying out of the purposes herein above enumerated and upon approval of the said Articles of Incorporation and By-Laws, shall forward the same to the Securities & Exchange Commission for registration." The letter-query submitted to the Commission for comments, dated June 11, 1982, would therefore ordinarily be subject to the approval of the Insurance Commissioner who, in an Indorsement dated July 28, 1982 recommended "favorably the proposals inasmuch as the same will aid significantly in controlling operations of Nationalre." In view of the foregoing, this Commission sees no cogent reason to comment at this time on the decision of the Insurance Commissioner. Very truly yours, (SGD.) MANUEL G. ABELLO Chairman