Mr. Jose T. Jalandoon

April 28, 1987 Mr. Jose T. Jalandoon No. 6 Juno St. Bel-Air II, Makati Metro Manila Dear Mr. Jalandoon: This relates to your letter, dated April 15, 1987, petitioning the Commission to compel the Board of Directors of Intercontinental Broadcasting Corporation (IBC-13) to call an annual stockholders' meeting as provided for in the by-laws of said corporation. In this connection, please be informed that Executive Order No. 11 was issued by Pres. Corazon C. Aquino on April 8, 1986, creating a Board of Administrators for among other media companies, Intercontinental Broadcasting Corporation (IBC). The pertinent provisions of Executive Order No. 11 are quoted as follows: "SECTION 1. Creation . There is hereby created a Board of Administrators ('the Board'),which shall manage and operate the business and affairs of BBC, RPN and IBC. The Board of Administrators shall have custody of their funds and assets subject to the control and supervision of the Presidential Commission on Good Government in the furtherance of its functions and responsibilities under Executive Order Nos. 1 and 2 respectively. .....The Board shall be composed of seven (7) members chosen who shall be appointed by the Minister of Information after due consultation with the Presidential Commission on Good Government....." "SECTION 3. Functions and Powers . The Board shall function in all respects like a board of directors of a corporation under the Corporation Code . It shall exercise the powers of a board of directors which are considered acts of administration but not acts of strict dominion .It shall also exercise all the powers imposed on trustees under the principles of the general law of trusts, and on officious managers under the law on extra-contractual obligations insofar as the same are applicable to or consistent with the provisions of this Order." (Emphasis supplied) "SECTION 6. Reports . The Comptroller of the companies shall be appointed by the Presidential Commission on Good Government. He shall submit to the Presidential Commission on Good Government periodical reports of the status of the seized assets and results of its operations as may be determined by the Presidential Commission on Good Government. Copies of said reports shall be sent to the President." "SECTION 7. The term of existence of the Board shall be co-terminus with the investigation of the seized assets by the Presidential Commission on Good Government and until final disposition of the seized assets in accordance with the findings of the Commission .The members of the board shall hold office at the pleasure of the President." (Emphasis supplied). In view of the foregoing, the corporate powers of Intercontinental Broadcasting Corporation (IBC) shall be exercised, all business conducted and all property of such corporation controlled and held by the Board of Administrators which assumes the powers and functions of a regular board of directors. Hence, based on the facts stated in your letter of April 15, 1987, the Commission regrets to deny your request for an order directing the petitioning stockholder to call a meeting of the corporation under paragraph 4, Section 50 of the Corporation Code. Finally, please be advised that this administrative opinion does not restrain or preclude judicial decision as to the proper interpretation of the law, in the event that the issue raised herein is finally litigated in court. Very truly yours, (SGD.) JESUS J. VALDES Associate Commissioner