WHEREAS,
there is an urgent need to accelerate the country's development;chanroblesvirtualawlibrary
WHEREAS, there are important national projects that need to be
undertaken for continued growth;chanroblesvirtualawlibrary
WHEREAS, taking into account inflationary trends, it is imperative for
the government to take an active role in the acceleration of major
industrial projects, as well as other desirable development ventures;chanroblesvirtualawlibrary
WHEREAS, the National Development Company has been created by
Commonwealth Act No. 182 to serve as an agency of the government in the
furtherance of its economic policies;chanroblesvirtualawlibrary
WHEREAS, that National Development Company, a corporate vehicle of the
government, designed to pursue commercial, industrial, agricultural or
mining ventures, should be restructured and strengthened in order to
give the necessary impetus to national economic development.
NOW, THEREFORE, I, FERDINAND E. MARCOS, President of the Philippines,
by virtue of the powers vested in me by the Constitution do hereby
order and decree as part of the law of the land, the following: chanroblesvirtualawlibrary
Section 1. Short Title. — This decree shall be known
as the "Revised Charter of the National Development Company."
Section 2. Declaration of Policy. — It is the
declared policy of the State to promote overall economic development
through assistance to commercial, industrial, agricultural or mining
ventures. For this purpose, when necessary or when private enterprise
is not willing or able to undertake vital projects, it may, on its own
or in joint venture with the private sector, undertake such projects.
Section 3. Corporate Existence. — The Company shall
have a term of fifty (50) years from the issuance hereof, which shall
be deemed renewed for an equal period unless sooner dissolved by law.
The Company shall have a subsidiary corporation, which is hereby
created, to be known as the "NDC Holdings Company." Existing personnel
of the Company, together with appropriate assets, shall be transferred
to the NDC Holdings Company as the Board of Directors of the Company
may deem necessary. chanroblesvirtualawlibrary
Section 4. Powers and Functions of the Company. — The
Company shall have the general powers provided in the Corporation Law,
and such other powers as may be necessary to enable it to promote and
maintain a sufficient level of production by an efficient coordination
of the productive forces of the country or otherwise, and to secure a
stable market for Philippine products. Without restricting in any
manner any of thems and purposes of this Company as set forth in this
section, it is expressly declared and provided that the Company shall
exercise the following powers:cralaw:red
(1) Engage or invest in or extend loans and
guarantees to, or enter into joint ventures with Filipino and foreign
investors, whether in the majority or minority position in commercial,
industrial mining, agricultural, and other enterprises, which may be
necessary or contributory to the economic development of the country,
or important to the public interest;chanroblesvirtualawlibrary
(2) Hold public agricultural lands and mineral lands
in excess of the areas permitted to private corporations, associations
and persons by the Constitution and by the laws of the Philippines;chanroblesvirtualawlibrary
(3) Acquire, hold, mortgage, and alienate personal
and real property in the Philippines or elsewhere;chanroblesvirtualawlibrary
(4) Make contracts and enter into such arrangements
as it may consider convenient and advantageous to its interests, for
the development, exploitation, and operation of any of its land or
mineral holdings, as well as of its industrial enterprises; chanroblesvirtualawlibrary
(5) Contract loans, issue bonds and other obligations
as security therefor, and for property purchased or acquired by it, or
for any other object in or about its business; chanroblesvirtualawlibrary
(6) Mortgage or pledge any share, stock, or other
obligation, or any property which may be acquired by it;chanroblesvirtualawlibrary
(7) Secure any bond or other obligation issued or
incurred by it or its subsidiaries;chanroblesvirtualawlibrary
(8) Make contracts of any kind and description;chanroblesvirtualawlibrary
(9) Purchase, hold, alienate, mortgage, pledge, or
otherwise dispose of the shares of the capital stock of, or any bond,
security, or other evidence of indebtedness, created by any other
corporation or corporations, co-partnership or co-partnerships or this
or any other country;chanroblesvirtualawlibrary
(10) While the owner of any stock, exercise all the
rights of ownership, including the right to vote thereof;chanroblesvirtualawlibrary
(11) Guarantee domestic and foreign loans and other
evidence of indebtedness both as to principal and interest, or either,
issued by duly incorporated companies including its own subsidiaries;chanroblesvirtualawlibrary
(12) Purchase bonds issued by any duly incorporated
company engaged in desirable development projects;chanroblesvirtualawlibrary
(13) Enter into contracts, with or without public
bidding with any person or entity, domestic or foreign, and with
governments for the undertaking of varied development projects,
including the acquisition, by way of purchase, lease or rent or other
deferred payment arrangements of equipment and/or raw materials and
supplies, as well as for services connected therewith under such terms
and conditions as it may deem proper and reasonable;chanroblesvirtualawlibrary
(14) Exercise the right of eminent domain as may be
necessary for the purpose for which the Company is created;chanroblesvirtualawlibrary
(15) Invest in projects of the Association of
Southeast Asian Nations (ASEAN);chanroblesvirtualawlibrary
(16) Organize subsidiary companies to undertake any
of the activities mentioned in Section 4 hereof;chanroblesvirtualawlibrary
(17) Hold public lands, including logged over areas,
which the President may allocate for specific projects of the Company;chanroblesvirtualawlibrary
(18) Determine its organizational structure, and the
number and salaries of its officers and employees; establish and
maintain offices, branches, correspondents or other units anywhere as
may be needed by the company and reorganize or abolish the same as it
may deem proper; employees separated from the service pursuant to the
reorganization shall be entitled to at least one month gratuity for
every year of service but in no case more than twenty-four months
salary in addition to other benefits which they may be entitled under
existing laws and regulations, under such guidelines as the Board may
determine;chanroblesvirtualawlibrary
(19) Adopt and use a corporate seal which shall be
judicially noted. chanroblesvirtualawlibrary
Section 5. Public Lands Availability. — Upon
certification by the President, for priority projects of the Company,
the Bureau of Lands and the Bureau of Forestry shall make available
without delay the necessary public land to undertake such priority
projects. The aforesaid priority projects, specifically agricultural
plantation projects, which are certified as such by the President,
shall have preferential rights over logged over areas, the provisions
of P.D. 705 notwithstanding.
Section 6. Governing Body. — The Company shall be
governed by a Board of Directors, hereinafter referred to as the
"Board" which shall be composed of the Minister of Industry as
Chairman, with the Minister of Finance, the Minister of Energy, the
Chairman of the Development Bank of the Philippines, and the General
Manager of the Company, and two (2) representatives of the private
sector appointed by the President, as members. chanroblesvirtualawlibrary
Section 7. Capital Stock. — The Company shall have a
capital stock of Ten Billion Pesos (P10,000,000.00), the amount to be
subscribed by the National Government and to be paid up in accordance
with project funding requirements. The present assets of the Company
may be revalued as of the date of the effectivity of this Decree and
such revaluation may be reflected in the Company's capitalization.
Existing liabilities of the Company due to the National Government are
hereby converted as capital of the Company.
Section 8. Duties and Responsibilities of the
Chairman. — The Chairman, who shall be the Chief Executive Officer of
the Corporation, shall have the following duties and responsibilities:cralaw:red
a. To prepare the agenda for the meetings of the
Board, and to submit for the consideration of the Board such policies
and measures as he believes necessary to carry out the purposes and
objectives of this Decree;chanroblesvirtualawlibrary
b. To execute, administer and implement the policies
and measures approved by the Board;chanroblesvirtualawlibrary
c. To direct and supervise the operations and
administration of the Company;chanroblesvirtualawlibrary
d. To represent the Company in all dealings with
other offices, agencies and instrumentalities of the government and
with all persons and other entities, public or private, domestic or
foreign; and
e. To exercise such other powers and perform such
other duties provided in the by-laws and as may be vested in him by the
Board.
The above powers may be delegated to the General Manager of the Company.
Section 9. Issuance of Tax-Exempt Bonds. — The
Company, upon the recommendation of the Minister of Finance and with
the approval of the President is hereby authorized to issue bonds,
other securities, which are tax-exempt and guaranteed by the
government, to finance, its operation.
Section 10. Auditor. — The Commission on Audit shall
appoint, subject to the approval of the Board, a representative who
shall be the Auditor of the Company, and such personnel as may be
necessary to assist said representative in the performance of his
duties. Subsidiaries of the Company created and registered with the
Securities and Exchange Commission are to be audited by independent
Certified Public Accountants as may be approved by the Board.
Section 11. Compensation Law. — For the purpose of
determining the compensation of its officers and employees, the Company
shall be considered as a government financial institution in the same
category as other financial institutions such as the Central Bank and
the Development Bank of the Philippine. For purposes of P.D. No. 985
and civil service requirements, the Company shall likewise be subject
to the same regulations as government financial institutions.
Section 12. Foreign Loans. — The Company is hereby
authorized to contract loans, credits, in any convertible foreign
currency or capital goods, and indebtedness from time to time from
foreign governments, or any international financial institutions or
fund sources, or any other entities, on such terms and conditions it
shall deem appropriate for the accomplishment of its purposes and to
enter into and execute agreements and other documents specifying such
terms and conditions. The same privilege may be extended to
subsidiaries of the Company, if specifically authorized by the
President of the Philippines.
The Republic of the Philippines, through the President of the
Philippines, or his duly authorized representative, may guarantee,
absolutely and unconditionally, as primary obligor and not as surety
merely, the payment of loans, credits and indebtedness which may be
over and above the amount which the President of the Philippines is
authorized to guarantee under Republic Act Numbered Sixty-one hundred
and forty-two, as amended, as well as the performance of all of the
obligations undertaken by the Company in the territory of the Republic
of the Philippines pursuant to loan agreements entered into with
foreign governments or any international financial institutions or any
other fund resources. chanroblesvirtualawlibrary
Section 13. Government Financial Institutions and
Guarantees. — The provision of any law to the contrary notwithstanding,
any financial institution owned or controlled by the Government of the
Republic of the Philippines, other than the Central Bank, Government
Service and Insurance System and the Social Security System, shall give
preference to any loan by the company and its subsidiaries and is
hereby empowered to guarantee acceptance credits, loans, transactions,
undertakings, or obligations of any kind which may be incurred by the
Company, whether directly or indirectly, in favor of any person,
association or entity, whether domestic or foreign.
Section 14. Privileges and Incentives. — The
subsidiaries of the Company, created and registered with the Securities
and Exchange Commission, shall be entitled to all the incentives and
privileges granted by law to private enterprises engaged in business
activities. They shall not, as a matter of right, be subject to the
provisions of the Government Service and Insurance System, as provided
for under R.A. 186, as amended as well as to any law, executive orders
and decrees relating to leave of absences, retirement privileges,
regular working hours, and other government employee benefits.
Section 15. Appropriations. — For the additional
funding requirements of the Company, the appropriate sum needed to meet
the capitalization of the Company, is hereby set aside and appropriated
from the General Funds, not otherwise appropriated.
Section 16. Reports. — The company shall, within
three (3) months after the end of every fiscal year, submit its annual
report to the President. It shall likewise submit such periodic or
other reports as may be required of it from time to time.
Section 17. Separability Clause. — Should any
provision of this Decree be held unconstitutional, no other provision
hereof shall be affected thereby. chanroblesvirtualawlibrary
Section 18. Repealing Clause. — All laws, decrees,
executive orders, administrative orders, rules or regulations,
inconsistent herewith are hereby repealed, amended or modified
accordingly.
Section 19. Effectivity. — This Decree shall take
effect immediately.
DONE in the City of Manila,
this 25th day of October, in the year of Our Lord, nineteen hundred and
seventy-nine.
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