Ms. Wilma M. Valdemoro-Cua

September 10, 1993 Ms. Wilma M. Valdemoro-Cua Romulo, Mabanta, Buenaventura, Sayoc & De Los Angeles 4th Flr. Kings Court 2129 Pasong Tamo, Makati, M.M. M a d a m : This refers to your letter of September 2, 1993 requesting clarification whether or not the SEC Opinion dated March 25, 1981 addressed to Atty. Victor Africa stating that Section 25 of the Corporation Code does not allow board meetings to be conducted by electronic means, also applies to meetings conducted by telephone. Section 25 of the Corporation Code, quoted hereunder, requires actual presence of the directors in board meetings. ...Unless the articles of incorporation or the by-laws provide for a greater majority, a majority of the number of directors or trustees as fixed in the articles of incorporation shall constitute a quorum for the transaction of corporate business, and every decision of at least a majority of the directors or trustees present at a meeting at which there is a quorum shall be valid as a corporate act, except for the election of officers which shall require the vote of the majority of all the members of the board. (Emphasis supplied). Thus, it was clearly stated in the previous opinion that constructive or electronic presence is not a substitute for actual presence .Accordingly, any form of meeting (including by telephone ),other than by actual presence, is unacceptable. Like any form of electronic machine, telephone conversation is hard to prove by admissible evidence because telephone voices and messages can also be easily dissimulated. Please be advised accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman