Mr. Jose T. Mationg

May 22, 1998 Mr. Jose T. Mationg Makato, Aklan 5611 S i r : This refers to your letter addressed to Malacaang following up your previous letters addressed to the SEC inquiring whether or not a proxy can vote or be voted and/or elected as member of the Board of Trustees under the situation stated therein. cdlex Please be advised that the Commission does not, as a matter of policy, render opinions/comments on queries or issues based on allegations which appear to be potential cases for litigation. The opinion/comment that may be rendered thereon would not be binding upon private parties who would in all probability, if the opinion happens to be adverse to their interests, take issue therewith and contest it before the proper forum. Considering that you have cited a specified litigious situation in your letters, we therefore should not express a categorical answer to the issue raised therein so that the Commission will not be estopped to decide any controversy pertaining thereto in the event it will develop into a case which might be litigated before this Commission. However, for purposes of information only, the following are imparted. The Corporation Code expressly grants to the stockholders the right to be represented by "proxy" in stockholders' meetings . The Code provides thus: "SECTION 58. Proxies . Stockholders and members may vote in person or by proxy in all meetings of stockholders or members. Proxies shall be in writing, signed by the stockholder or member and filed before the scheduled meeting with the corporate secretary. Unless otherwise provided in the proxy, it shall be valid only for the meeting for which it is intended. No proxy shall be valid and effective for a period longer than five (5) years at any one time." In the case of non-stock corporations, Section 89 of the Corporation Code further provides: "xxx xxx xxx. Unless otherwise provided by the articles of incorporation or the by-laws, a member may vote by proxy in accordance with the provisions of this Code." However, while voting by proxy is allowed in meetings of stockholders/members ,the same is explicitly prohibited with respect to Directors' meetings . Section 25 of the Corporation Code provides in part: "xxx xxx xxx. Directors or trustees cannot attend or vote by proxy at board meetings." Should you feel you have a cause of action against the corporation referred to in your letter, its directors or officers, you may file a verified complaint with the Securities Investigation and Clearing Department (SICD) of this Commission pursuant to PD 902-A, as amended, and the Revised Rules of Procedure in the SEC so that it can be properly litigated in a proper proceeding, thereby affording all parties to the controversy due process of law. cdll Very truly yours, (SGD.) PERFECTO R. YASAY, JR. Chairman