Board of Directors; Composition.
SEC. 14. Board of Directors; Composition. — The
corporate powers and functions of the Authority shall be vested in and
exercised by a Board of Directors, hereinafter referred to as the Board,
which shall be composed of: (a) the Secretary of Tourism as Chairman;
(b) the General Manager of the Authority as Vice-Chairman; and (c) three
(3) part-time members who shall be appointed by the President of the
Philippines. The Chairman of the Board may at the same time be appointed
by the President as General Manager of the Authority.
Term of Office.
SEC 15. Term of Office. — The term of office of the
part-time members board shall be six years, of the part-time members
first appointed, one shall hold office for six years, one for four
years, and the last one for two years. A successor to a member whose
term has expired shall be appointed for the full term of six years from
the date of expiration of the term for which his predecessor was
appointed.
Vacancy Before Expiration of Term.
SEC. 16. Vacancy Before Expiration of Term. — Any
member appointed to fill a vacancy in the Board occurring prior to the
expiration of the term for which his predecessor was appointed shall
serve only for the unexpired portion of the term of his predecessor.
Per Diems.
SEC. 17. Per Diems. — Unless otherwise fixed by
'the President of the Philippines, the members of the Board shall
receive for every meeting attended a per diem of not to exceed two
hundred pesos (P200); Provided, That such per diems shall
not exceed one thousand pesos (P1,000) during any month for each member.
Members of the Board shall be reimbursed by the Authority for actual
expenses (including traveling and subsistence expenses) incurred by them
in the performance of their duties for the Authority as may be
specifically authorized by the Board.
Quorum; Effect of Vacancies.
SEC. 18. Quorum; Effect of Vacancies. — The
presence of three members of the Board, including the Chairman or the
Vice-Chairman, shall constitute a quorum for the transaction of the
business of the Board.
Vacancies in the Board, as long as there shall be three members in
office, shall not impair the powers of the Board to execute the
functions of the Authority.
Withdrawal from the Meeting of a Member Having Prohibited Interest.
SEC. 19. Withdrawal from the Meeting of a Member
Having Prohibited Interest. — Whenever a member of the Board has a
personal interest of any sort on a matter before the Board, or any of
his business associates, or any of his relatives within the fourth civil
degree of consanguinity or second degree of affinity has such interest,
he shall not participate in the discussion or resolution of the matter
and must retire from the meeting during the deliberations thereon. After
the Board has resolved the matter, the fact that the member concerned
or any of his business associates, or his relatives within the
prohibited degrees has a personal interest in it, is to be made
available to the public and the minutes of the meeting shall note the
withdrawal of the member concerned.
Removal or Suspension for Cause.
SEC. 20. Removal or Suspension for Cause. — A
member of the Board may be suspended or removed by the President for
cause, such as: mismanagement, grave abuse of discretion, infidelity in
the conduct of fiduciary relations, gross negligence in the performance
of duties, dishonesty, corruption, or any act involving moral turpitude.
Meetings of the Board.
SEC. 21. Meetings of the Board. — The Board shall
meet as frequently as necessary to discharge its duties and
responsibilities properly, but shall meet regularly at least once a
month. The Board shall be convoked by the Chairman or upon the written
request of a majority of its members. Except when otherwise provided for
in this Decree, the vote of a majority of the members constituting a
quorum shall be sufficient for the adoption of any rule, resolution,
decision or any act of the Board.
Powers and Duties of the Board.
SEC. 22. Powers and Duties of the Board. — The
powers and duties of the Board shall be as follows:
Promulgate and enforce such rules and regulations as may be
necessary to implement the intent and provisions of this Decree,
Presidential Decree No. 535, or any law or Decree that may be passed
pertaining to the Authority, which rules and regulations shall take
effect immediately following their publication in two (2) national
newspapers of general circulation in the Philippines.
Approve the annual budget and implemental budgets of the
Authority.
Appoint, discipline and remove, fix the compensation of, and
define the duties of the Authority's key personnel subject to the
provisions of Section 28 to 30 hereof.
Authorize any contract or agreement as may be necessary for
the proper, efficient and stable administration of the Authority and for
the attainment of the purposes and objectives of this Decree;
Render annual reports to the President and such special
reports as may be requested.
Process and approve, imposing such terms and conditions as it
may deem necessary to promote the objectives of Presidential Decree No.
535, including refund of incentives availed of or to be availed of by
an enterprise in amounts to be determined by the Board, applications for
registration under Presidential Decree No. 535, and issue the proper
certificate of registration upon payment of the necessary fees;
After due hearing, decide controversies that may arise
concerning the implementation of this Decree and of Presidential Decree
No. 535 within thirty (30) days after the controversy has been
submitted for decision;
Periodically check and verify, either by inspection of the
books or by requiring regular reports, the proportion of the
participation of Philippine Nationals in a registered enterprise to
ascertain compliance with its qualification to retain registration under
Presidential Decree No. 535;
After notice and hearing, cancel the registration or suspend
the enjoyment of incentive benefits of any registered enterprise
including interests and monetary penalties, for (1) failure to maintain
the qualifications required by Presidential Decree No. 535 for
registration or (2) for willful or grossly negligent violation of any
provision of that Decree, of the rules and regulations issued under this
Decree and the aforementioned Presidential Decree No. 535, or the terms
and conditions of registration, or of laws for the protection of labor
or of the consuming public;
Generally, exercise all the powers necessary or incidental to
attain the purposes of this Decree.
General Manager; Powers and Duties.
SEC. 23. General Manager; Powers and Duties. — The
General Manager of the Authority shall be the chief executive of the
Authority. As such, he shall have the following powers and duties:
To execute and or administer the policies and measures
approved by the Board;
To direct, manage and supervise the day to day operations
and internal administration of the Authority, in accordance with the
policies laid down by the Board. The General Manager may delegate any of
his administrative responsibilities to other officials or employees of
the Authority, subject to the rules and regulations of the
Board;
To sign all acts, memorials and resolutions of the Board;
To establish the internal organization of the Authority under
such conditions that the Board may prescribed: Provided, That
any major reorganization shall be subject to the approval of the Board;
To prepare the agenda for the meetings of the
Board and to submit, for the consideration of the Board, the policies
and measures which he believes to be necessary to carry out the purposes
and provisions of this Decree and of Presidential Decree No. 535;
To submit within thirty (33) days after the close of each
fiscal year an annual report to the Board and such other reports as may
be required;
To submit an annual budget and necessary supplemental budgets to
the Board for its approval; and (h) To exercise such powers and perform
such other duties as may be vested in or assigned to him by the Board.
Representation of the Authority.
SEC. 24. Representation of the Authority. — The
General Manager shall be the principal representative of the Authority,
and in such capacity and in accordance with the instructions of the
Board, he shall be empowered:
To represent the Authority in all dealings with other offices,
agencies, and instrumentalities of the government and with all other
persons and entities, whether public or private, domestic, foreign or
international;
To authorize, with his signature, contracts
concluded by the Authority, notes and securities issued by the
Authority and the annual reports, balance sheets, profit
and loss statements, correspondence and other documents of the
Authority. The signature of the General Manager may be in facsimile
whenever appropriate;
To represent the Authority, either personally or through
counsel, in any legal proceedings or actions; and
To delegate his power to represent the Authority as provided
for in Subsections (a), (b) and (c) of this section, to other officers
of the Authority upon his own responsibility.
Authority of the General Manager in Emergencies.
SEC. 25. Authority of the General Manager in Emergencies.
— In the event of extraordinary emergencies which require immediate
action and in which there is insufficient time to call a meeting of the
Board, the General Manager, with the concurrence of the Chairman of the
Board, or in his absence, with the concurrence of any other two members
of the Board, may decide any matter or take any action within the
authority of the Board itself and may suspend any resolution or decision
of the Board to meet such emergencies.
In such cases, the
General Manager shall request that a meeting of the Board be held
immediately, and for him to explain his action and the reasons for
departing from the normal procedures. The Board may then confirm revoke
or modify such action as the circumstances may warrant.
SEC.
26. Remuneration of the General Manager. — The salary of the
General Manager shall be fixed by the Board and approved by the
President of the Philippines.
Departments of the Authority.
SEC. 27. Departments of the Authority. — The
Authority shall establish and maintain such departments as it may deem
necessary for the proper and efficient transaction and/or operation of
its business. The powers and duties of the departments shall be
determined by the Board, within the authority granted to the Board and
the Authority under this Decree.
The office of the Corporate Legal Counsel of the Authority,
which shall be separate and distinct from and independent of the Office
of the Government Corporate Counsel, shall advise and represent the
Authority on all legal matters, procedures and actions.
SEC.
28. Merit System.— Upon its organization, the Authority shall
establish a comprehensive and progressive merit system in accordance
with the Civil Service Rules and Regulations. The recruitment, transfer,
promotion, and dismissal of all Authority personnel, including
temporary workers, shall be governed by such merit system.
Applicability of the Civil Service Law, Rules and Regulations.
SEC. 29. Applicability of the Civil Service Law,
Rules and Regulations. — All officials and employees of the
Authority shall be subject to the Civil Service Law, Rules and
Regulations.
Exemption from Coverage of Wage and Position Classification Office.
SEC. 30. Exemption from Coverage of Wage and Position
Classification Office. — The regular professional and technical
personnel of the Authority shall be exempted from WAPCO rules and
regulations.
Training of Technical and/or Professional Personnel.
SEC. 31. Training of Technical and/or Professional
Personnel. — The Authority shall establish, promote and sponsor
training programs for its professional and/or technical personnel that
would allow maximum flexibilities, specially with respect to
qualifications, transfer, duties, assignments and promotions. Towards
this end, the Authority is hereby authorized to defray the costs of
study, at home or abroad, of employees or officials of the Authority or
any other qualified person which shall be determined, as far as
practicable, by proper competitive examination.
Auditing.
SEC. 32. Auditing. — The Authority shall have
its auditing department which shall be headed by the duly-appointed
representative of the Commission on Audit whose salary shall be
determined and paid according to law. All personnel of the auditing
department shall be appointed, and their number and salaries fixed, by
the Commission on Audit. The personnel expenses and operating costs of
the auditing department shall be determined and paid by the Authority.
Such salaries and number of auditing personnel may only thereafter be
increased, diminished or altered by the Commission on Audit, subject to
the approval of the Authority, and said representative and his
subordinate personnel may receive such allowances and privileges as may
be authorized and approved by the Authority upon recommendation of the
Commission on Audit.
Tourism Advisory Board.
SEC. 33. Tourism Advisory Board. — The Chairman
of the Board of Directors of the Authority shall establish for purposes
of consultations with the private sector a Tourism Advisory Board,
hereinafter referred to as the Advisory Board, which shall be composed
of representatives from trade organizations for hotels, restaurants, air
carriers, land transportation operators, travel agencies, tour
operators, resort operators, cottage industry producers and/or
distributors, sea carriers, foreign currency changers, bankers
associations, and representatives from other trade organizations as may
be designated by the Chairman of the Board of the Authority.
The members of the Advisory Board shall be exempt from the
conflict-of-interest provisions of the Anti Graft and Corrupt Practices
Act.
Source: Supreme Court E-Library, Republic of the Philippines. Philippine laws are public documents (works of the government).
