Mrs. Amparo K. Mopas

September 22, 1981 Mrs. Amparo K. Mopas Roseville Laboratories, Inc. Malabon, Metro Manila Madam : This has reference to your query as to whether a director of a stock corporation can delegate her/his duties and responsibilities as a director to another person who is not a member of the same board. A perusal of the Corporation Code of the Philippines showed that members of the Board of Directors in office are required to exercise their judgment and discretion in running the affairs of the corporation, and they cannot be substituted by others. "SECTION 25. ... Directors ...cannot attend or vote by proxy at board meetings." This provision of law is replete with authorities upholding the view that directors of a corporation cannot delegate their duties and responsibilities as a director because of its being fiduciary in nature, thus "The directors of a corporation cannot vote at directors' meeting by proxy, but must be personally present and act themselves. His personal judgment is necessary and he cannot delegate his duties, or assign his powers." (Vol. 2, Fletcher, Cyc. of Corps.,par. 427) "A director of a corporation cannot delegate his power to vote in the board of directors by giving his proxy to another person. He must be present in person for the purpose of consultation. Directors are elected to meet and confer and interchange ideas. They cannot vote or act in any other manner. A director, of course, cannot act or vote by proxy." (First Nat. Bank of Omaha v. East Omaha Box Co.,2 Neb (Wenoff.) 820, 90 N.W. 223; Lippman v. Kehoe Shenograph Co.,11 Del Ch. 20, 95 Atl. 895, cited Vol 2, Fletcher, par. 427) "Stockholders are entitled to the benefit of the united wisdom of the directors. Their individual assent to a proposition submitted may be directly contrary to that which would be arrived at upon discussion and mature considerations. (Wolf v. Erwin Wood Co.,71 Ark. 438, 75 S.S. 722 Audenried V. East Coast Milling Co.,88 W.J. Eq. 450, 59 Atl. 577; Arkansas pass Harbor Co. v. Manning 94 Tex. 558; 63 S.W. 627) 2 Fletcher par. 302 p. 230. Please be advised accordingly. Very truly yours, (SGD.) CORAZON I. MORANDO Officer-in-Charge Corporate and Legal Department