Ms. Proserpine K. Peralta

November 16, 1998 Ms. Proserpine K. Peralta Philrock Bauer Phils., Inc. 2nd Floor Topy Bldg. cor. Economia St. & Calle Industria Bagumbayan Libis, Quezon City M a d a m : This refers to your unsigned fax letter dated November 12, 1998 inquiring about the requirements regarding the duties and responsibilities of the Chief Executive Officer/President of a corporation. cdll Regarding the required " qualification " of a president, Section 25 of the Corporation Code expressly prescribes that the person occupying such position must be an elected director of the corporation. In order to be eligible as director, Section 23 of the same Code requires that one must be a stockholder/member of the corporation at the time of his election. Thus, the basic and minimum qualification of a president is that he must be stockholder/member and at the same time a director of the corporation. Furthermore, Section 47 (5) of the Corporation Code allows a corporation to provide in its by-laws for additional qualifications of the president. As to the "powers and functions" of said office, the pertinent provisions of the Corporation Code are the following: 1. Sec. 54 which provides that the president shall preside at all meetings of directors or trustees as well as stockholders or members, unless the by-laws provide otherwise; 2. Sec. 63 which provides that certificates of stock issued by the corporation must be signed by the president or vice-president; 3. Sec. 47 (5) which provide that the by-laws of a corporation may stipulate the qualification, duties and compensation of directors, officers and employees. Likewise, the Board of Directors may confer to the president the performance of additional powers with respect to the ordinary business of the corporation. Thus, the duties and responsibilities of the president are those granted in the above-cited provisions of the Corporation Code; Articles of Incorporation or By-laws of the corporation; or in a appropriate resolution of the Board of Directors. llcd Very truly yours, (SGD.) DANILO L. CONCEPCION Associate Commissioner