C. F. Sharp & Co., Inc.

April 15, 1991 C. F. Sharp & Co., Inc. Casa Rocha 290-292 Gen. Luna St. Intramuros, Manila Attention : Mr . Leonardo R . Eustaquio Asst . Manager-Claims Gentlemen : This refers to your letter of March 8, 1991 requesting information as to the number of foreign directors allowed in a domestic public utility corporation with foreign equity participation. Please be advised that the election of foreign nationals as members of the board of directors or governing body of corporations engaged in public utility in the Philippines shall be allowed in proportion to their allowable equity participation in the capital of such entities. The pertinent provision of the 1986 Philippine Constitution provides in part, thus: ". . . . The participation of foreign investors in the governing body of any public utility enterprise shall be limited to their proportionate share in its capital , and all executive and managing officers of such corporation or association must be citizens of the Philippines." (Sec. 11, Art. XII, emphasis supplied) Very truly yours, (SGD.) RODOLFO L. SAMARISTA Associate Commissioner