Presidential Decree No. 902-A — Reorganization of the Securities and Exchange Commission with Additional Powers and Placing the Said Agency Under the Administrative Supervision of the Office of the President.
WHEREAS, in line with the government's policy of encouraging
investments, both domestic and foreign, and more active public
participation in the affairs of private corporations and enterprises
through which desirable activities may be pursued for the promotion of
economic development; and, to promote a wider and more meaningful
equitable distribution of wealth, there is a need for an agency of the
government to be invested with ample powers to protect such investment
and the public;
WHEREAS, to achieve these national objectives, it is
necessary to reorganize and restructure the Securities and Exchange
Commission to make it a more potent, responsive and effective arm of the
government to help in the implementation of these programs and to play a
more active role in nation-building;
WHEREAS, it is necessary and desirable to professionalize
such agency by investing it with adequate powers so that it could avail
itself of the services of highly technical and qualified men in the
government service;
NOW, THEREFORE, I, FERDINAND E. MARCOS, President of the
Republic of the Philippines, by virtue of the powers vested in me by the
Constitution, do hereby order and decree that:
SECTION 1. The administrative supervision of the Securities
and Exchange Commission is hereby transferred from the Department of
Trade and shall hereafter be under the direct general supervision of
the President.
SEC. 2. That the Commission shall be a collegial body
composed of a Chairman and two (2) Associate Commissioners who shall be
appointed by the President and the tenure of the office of each member
shall be seven (7) years: Provided, however, That the Chairman and the
Members of the Commission first appointed by the President shall serve
for a period of seven (7) years, five (5) years and three (3) years, as
fixed in their respective appointments: Provided, further, That upon the
expiration of his term, a Member shall serve as such until his
successor shall have been appointed and qualified: and Provided,
Finally, That no vacancy shall be filled except for the unexpired
portion of the term. The Chairman shall receive an annual salary of
Fifty Thousand (P50,000.00) Pesos and a monthly allowance of Two
Thousand (P2,000.00) Pesos and each Member shall receive an annual
salary of Forty-Two Thousand Five Hundred (P42,500.00) Pesos and a
monthly corn-mutable allowance of One Thousand Five Hundred (Pl,500.00)
Pesos.
The Commission shall meet as often as may be necessary on such
day or days as the Chairman may fix. The notice of the meeting shall be
given to all members of the Commission and the presence of at least two
(2) shall constitute a quorum. In the absence of the Chairman, the more
senior associate commissioner shall act as presiding officer of the
meeting.
The Chairman shall have the general executive control,
direction and supervision of the work and operation of the Commission
and of its members, bodies, boards, personnel and all of its
administrative business.
There shall be a Secretary of the
Commission, under the control and direction of the Chairman, who shall
be in charge of all the administrative business of the Commission and
shall 'perform such other duties and functions as may be assigned to
him. He shall be the recorder and official reporter of the proceedings
of the Commission and shall have authority to administer oath in all
matters coming under the jurisdiction of the Commission. He shall be the
custodian of all records, profiles, reports, minutes and other
documents and papers filed with the Commission or entrusted to his care
and shall be responsible therefor to the Commission.
There shall be an Executive Director of the Commission who shall be
responsible for the effective implementation of the policies, rules and
standards promulgated by the Commission, to coordinate and supervise the
activities of the different operating units; to report to the Chairman
the operations of such units; and to perform such functions as may be
assigned to him by the Chairman and/or by the Commission. The position
of the Executive Director is hereby declared primarily confidential in
nature.
SEC. 3. The Commission shall have absolute
jurisdiction, supervision and control over all corporations,
partnerships or associations, who are grantees of primary franchise
and/or a license or permit issued by the government to operate in the
Philippines; and in the exercise of its authority, it shall have the
power to enlist the aid and support of any and all enforcement agencies
of the government, civil or military.
SEC. 4. The
Commission shall reorganize and restructure the present staff and
personnel of the agency. The proposed staffing pattern of the Commission
with the corresponding salary scale, attached as Annex "A" is hereby
approved: Provided, That except as to the technical staff and such other
positions as the Commission, with the approval of the President, may
declare to be highly technical, policy-determining or primarily
confidential, all positions in the Commission are subject to the Civil
Service Law and Rules.
SEC. 5. In addition to the
regulatory and adjudicative functions of the Securities and Exchange
Commission over corporations, partnerships and other forms of
associations registered with it as expressly granted under existing laws
and decrees, it shall have original and exclusive jurisdiction to hear
and decide cases involving.
Devices or schemes employed by or any acts, of the board of
directors, business associates, its officers or partners, amounting to
fraud and misrepresentation which may be detrimental to the
interest of the public and/or of the stockholder, partners, members of
associations or organizations registered with the Commission.
Controversies arising out of intra-corporate or
partnership relations, between and among' stockholders, members, or
associates; between any or all of them and the corporation,
partnership or association of which they are stockholders, members or
associates, respectively; and between such corporation,
partnership or association and the state insofar as it concerns their
individual franchise or right to exist as such entity;
Controversies in the election or appointments of
directors, trustees, officers or managers of such
corporations, partnerships or associations.
SEC. 6. In order to effectively exercise such jurisdiction,
the Commission shall possess the following powers:
To issue preliminary or permanent injunctions, whether
prohibitory or mandatory, in all cases in which it has jurisdiction, and
in which cases the pertinent provisions of the Rules of Court shall
apply;
To punish for contempt of the Commission, both
direct and indirect, in accordance with the pertinent provisions of, and
penalties prescribed by, the Rules of Court;
To compel the officers of any corporation or
association registered by it to call meetings of
stockholders or members thereof under its supervision;
To pass upon the validity of the issuance and use of proxies and
voting trust agreements for absent stockholders or members;
To issue subpoena duces tecum and summon
witnesses to appear in any proceedings of the Commission and in
appropriate cases order search and seizure or cause the search
and seizure of all documents, papers, files and records as well
as books of accounts of any entity or person under investigation
as may be necessary for the proper disposition of the cases before it;
To impose fines and/or penalties for violation of this Decree or
any other laws being implemented by the Commission,
the pertinent rules and regulations, its orders, decisions and/or
rulings;
To authorize the establishment and operation of stock
exchanges, commodity exchanges and such other similar organizations and
to supervise and regulate the same; including the authority to determine
their number, size and location, in the light of national or regional
requirements for such activities with the view to promote, conserve
or rationalize investment;
To pass upon, refuse or deny, after consultation with the Board
of Investments, Department of Industry, National Economic and
Development Authority or any other appropriate government agency, the
application for registration of any corporation, partnership or
association or any form of organization falling within its jurisdiction,
if their establishment, organization or operation will not be
consistent with the declared national economic policies.
To suspend, or revoke, after, proper notice and hearing, the
franchise or certificate of registration of corporation, partnerships or
associations, upon any of the grounds provided by law, including the
following:
Fraud in procuring its certificate of registration;
Serious misrepresentation as to what the corporation can do
or is doing to the great prejudice of or damage to the general
public;
Refusal to comply or defiance of any lawful
order of the Commission restraining commission of acts which
would amount to a grave violation of its franchise;
Continuous inoperation for a period of at least
five (5) years;
Failure to file by-laws within the required
period;
Failure to file required reports in appropriate
forms as determined by the Commission within the prescribed period.
To exercise such other powers as implied, necessary or
incidental to the carrying out the express powers granted to the
Commission or to achieve the objectives and purposes of his Decree.
In the exercise of the foregoing authority and jurisdiction of the
Commission, hearings shall be conducted by the Commission or by a
Commissioner or by such other bodies, boards, committees and/or any
officer as may be created or designated by the Commission for the
purpose. The decision, ruling or order of any such Commissioner, bodies,
boards, committees and/or officer may be appealed to the Commission
sitting en banc within thirty (30) days after receipt by the
appellant of notice of such decision, ruling or order. The Commission
shall promulgate rules of procedures to govern the proceedings, hearings
and appeals of cases falling within its jurisdiction.
The
aggrieved party may appeal the order, decision or ruling of the
Commission sitting en banc to the Supreme Court by petition for
review in accordance with the pertinent provisions of the Rules
of Court.
SEC. 7. The Commission is authorized to
recommend to the President the revision, alteration, amendment or
adjustment of the charges and fees, which by law it is authorized to
collect.
SEC. 8. With the approval of the President, the
Commission is further authorized to create additional positions as it
may deem necessary to carry out the provisions and intents of this
Decree.
SEC. 9. So much amount as may be needed to implement the
provisions of this Decree taken from the income of the Commission not
to exceed twenty-five (25%) per cent thereof and any unexpended balance
in the current appropriation is hereby authorized to be appropriated.
SEC. 10. When the exigency of the service so requires
and with the approval of the President, funds may be set aside from the
appropriation provided for the Commission and/or from the fees collected
under existing laws, decrees, rules and regulations to defray expenses
to be incurred by the Commission.
SEC. 11. The Commission shall submit an annual report to
the President of the Philippines not later than January 31 of each year
with such recommendations as may be necessary.
SEC. 12. All laws, executive orders, decrees, rules and
regulations or parts thereof, contrary to or inconsistent with the
provisions of this Decree are hereby repealed, amended or modified
accordingly.
This Decree shall take effect immediately.
Done in the City of Manila this 11th day of March, in the year
of Our Lord, nineteen hundred and seventy-six.
(Sgd.)
FERDINAND E. MARCOS
President
Republic of the Philippines
By the President:
(Sgd.)
JUAN C. TUVERA
Presidential Assistant
ANNEX "A"
REVISED STAFFING
PATTERN
SECURITIES AND EXCHANGE COMMISSION
One Chairman, Securities and Exchange Commission
P50,000
p.a.
Two Members, Securities and Exchange Commission @
P42,500 p.a.
85,000
p.a.
One SEC Executive Director (Confidential)
27,600
p.a.
One Auditor
27,600
p.a.
One director, corporate and legal dept.
24,000
p.a.
One director, brokers and exchanges Dept.
24,000
p.a.
One director, examiner and appraisers Dept.
24,000
p.a.
One director, investments and research Dept.
24,000
p.a.
One director, money market operations Dept.
24,000
p.a.
One chief, administrative and finance Dept.
24,000
p.a.
One Secretary to the Commission
24,000
p.a.
One asssistant SEC executive director
20,580
p.a.
One assistant auditor
19,800
p.a.
Seventeen supervising securities exchange special @
P19,584 p.a.
332,928
p.a.
One special assistant on public information
16,860
p.a.
Seventeen senior securities exchange specialist @
P15,264 p.a.
259,488
p.a.
One budget and fiscal planner
15,264
p.a.
One chief accountant
15,264
p.a.
One assistant secretary to the Commission
15,264
p.a.
One chief personnel officer
14,532
p.a.
One senior audit examiner
14,400
p.a.
Twenty-five securities exchange specialist @ P13,824
p.a.
345,600
p.a.
One private secretary II (Confidential)
13,152
p.a.
Thirty-four securities exchange analyst II @ P12,516
p.a.
425,544
p.a.
One administrative officer
12,516
p.a.
One clinic physician
12,516
p.a.
One records officer
12,516
p.a.
Thirty-four securities exchange analyst I @ P11,328
p.a.
385,152
p.a.
Two private secretary I @ P10,776 p.a.
(Confidential)
21,552
p.a.
One budget officer
10,260
p.a.
One training officer
10,260
p.a.
One supply and property officer
10,260
p.a.
One administrative assistant
10,260
p.a.
One EDP programmer
9,756
p.a.
One audit examiner
9,600
p.a.
Seventeen securities exchange researcher @ P7,236
p.a.
123,012
p.a.
One dentist
9,288
p.a.
One cashier
8,832
p.a.
One disbursing and collecting officer
7,236
p.a.
One personal assistant
7,236
p.a.
One records assistant
7,236
p.a.
One liaison officer
7,236
p.a.
One budget examiner
6,888
p.a.
One head data transcriber
6,888
p.a.
One bookkeeper
6,888
p.a.
Three stenographic reporter @ P6,888 p.a.
20,664
p.a.
Eight secretaries at P6,888 p. a.
55,104
p.a.
One audit clerk
6,000
p.a.
Eight stenographers @ P5,928 p.a.
47,424
p.a.
Four supervising clerk at P5,928 p.a.
23,712
p.a.
Eight senior clerk @ P5,640 p.a
45,120
p.a.
Two personnel clerk @ P5,640 p.a.
11,280
p.a.
Two accounting clerk @ P5,640 p.a.
11,280
p.a.
One librarian
5,640
p.a.
One supply and property clerk
5,640
p.a.
Nine data transcriber @ P5,640 p.a.
50,760
p.a.
Two statistical aide @ P4,632 p.a.
9,264
p.a.
Three cash clerk @ P4,632 p.a.
13,896
p.a.
Forty clerk @ 4,632 p.a.
185,280
p.a.
One duplicating equipment operator
4,632
p.a.
Two security guards @ 4,632 p.a.
9,264
p.a.
One driver
4,632
p.a.
One photographer
4,404
p.a.
One illustrator
4,404
p.a.
Seven messenger @ P3,984 p.a.
27,888
p.a.
Six janitor at P3,984 p.a.
23,904
p.a.
Seven laborer at P3,984 p.a.
27,888
p.a.
_________
Total
3,160,344
p.a.
Total number of positions
303 positions
__________
Source: Supreme Court E-Library, Republic of the Philippines. Philippine laws are public documents (works of the government).
