Mr. Jose N. Sarmiento

December 4, 1991 Mr. Jose N. Sarmiento Administrator Philippine Overseas Employment Administrator POEA Bldg.,Ortigas Avenue cor. EDSA, Mandaluyong, Metro Manila S i r : This refers to your request for a definition and classification of positions which fall within the prohibition against foreign involvement in the employment industry as stated in our letter of April 12, 1991. cdll The term "executive officer" as used in a statute, contract, insurance policy or corporate resolution generally implies some sort of managerial responsibility for the affairs of the corporation and imports a close connection with the board of directors. (2 Fletcher Cyc. 1982 Rev. Vol. Op. cit.,p. 29) The meaning and scope of the term "executive" or "executive officer" of a corporation depends to a considerable extent on the context and purpose of the particular statute or instrument involved ,and the term may be used to include a subordinate officer or even a key employee and regardless of the title held. (Ibid.) Apropos thereto, Section 25 of the Corporation Code of the Philippines reads: " Corporate officers, quorum . Immediately after their election, the directors of a corporation must formally organize by the election of a president, who shall be a director, a treasurer who may or may not be a director, a secretary who must be a resident and citizen of the Philippines, and such other officers as may be provided for in the by-laws ....." (Emphasis supplied) Thus, the scope of the term corporate "officers" would depend much on the provisions of the by-laws of the corporation . However, it has to be emphasized that the prohibition against the intervention of foreigners in nationalized (wholly or partially) businesses is not limited only to corporate "officers".The prohibition extends to employees or laborers who intervene in the management, operation, administration or control thereof as can be gleaned from the following phrase in Section 2-A of Commonwealth Act No. 108, as amended by P.D. 715, otherwise known as the Anti-Dummy Law: "...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, ..." Please be advised accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman