Mr. Elizer P. Oliveros

January 21, 1992 Mr. Elizer P. Oliveros Insurance Sales & Services (Brokers),Inc. Suite 219, 2nd Floor Bank of P. I. Office Condominium Plaza Cervantes, Binondo Manila S i r : This refers to your letter dated December 3, 1991 requesting opinion on the following queries: 1. Can a stockholder, who is neither an officer nor a member of the board, serve notice to the Chairman or Secretary that he intends to observe the board meeting of the corporation, even without an invitation? The purpose is to observe how the directors, whom the stockholder voted, perform their duties, and to enable also the observing stockholder to know the workings of the board, just in case he wants to aspire for directorship in the future. cdlex 2. If there is no prohibition under the By-laws or in the Corporation Code for a stockholder to invite himself to observe Board meetings for a legitimate purpose as above mentioned, can the Board deny him access to the meeting? The above queries are answered by the following jurisprudence: "The Board of Directors determines who shall or shall not attend board meetings, other than the directors themselves and this determination is to be made by the board as a whole and not by directors individually." (Burt v. Iruine Co.,224 Cal App 2d 50, 36 Cal Rptr 270) cited in 2 Fletcher Sec. 418) The Corporation Code does not confer upon any stockholder the right to attend board meetings. Accordingly, on the basis of the aforecited ruling, the matter of allowing or refusing a stockholder's request to observe board meetings is discretionary on the part of the board of directors. This opinion conforms with the principle that the board of directors is entrusted by the stockholders with the management of the corporate affairs and unless tainted with bad faith or fraud, the stockholders cannot interfere with the exercise of business judgment by the Board relating to the management of the corporation. The dealings of the board of directors may be subjected to review and scrutiny only when the corporation's or stockholders' interests are prejudiced. Please be advised accordingly. llcd Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman