Article 86p. 86

NATURAL RESOURCES AND ENVIRONMENTAL LAWS STATUTES and IMPLEMENTING RULES AND REGULATIONS

to the transmission system, and are used solely by the

generating facility, subject to prior authorization by the

ERC: Provided, further, That in the event that such assets

are required for competitive purposes, ownership of the

same shall be transferred to the TRANSCO at a fair

market

price:

Provided,

finally,

That

in

case

of

disagreement on the fair market price, the ERC shall

determine the fair market value of the asset.

Section 10. Corporate Powers of the TRANSCO. - As a

corporate

entity, TRANSCO shall have the following

corporate powers:

(a) To have continuous succession under its corporate

name until otherwise provided by law;

(b) To adopt and use a corporate seal and to change,

alter or modify the same, if necessary;

(c) To sue and be sued;

(d) To enter into a contract and execute any instrument

necessary or convenient for the purpose for which it is

created;

(e) To borrow funds from any source, whether private or

public, foreign or domestic, and issue bonds and other

evidence of indebtedness: Provided, That in the case of

the bond issues, it shall be subject to the approval of the

President of the Philippines upon recommendation of

the Secretary of Finance: Provided, further, That foreign

loans shall be obtained, for and in behalf of TRANSCO, in

accordance with law and the rules and regulations of the

Bangko Sentral ng Pilipinas;

(f) To maintain a provident fund which consists of

contributions

made

by

both the TRANSCO and its

officials

and

employees

and their earnings for the

payment of benefits to such officials and employees or

their heirs under such terms and conditions as it may

prescribe;

(g) To do any act necessary or proper to carry out the

purpose for which it is created, or which, from time to

time,

may

be declared by the TRANSCO Board as

necessary, useful, incidental or auxiliary to accomplish its

purposes and objectives; and,

(h) Generally, to exercise all the powers of a corporation

under

the

corporation law insofar as they are not

inconsistent with this Act.

Section 11. TRANSCO Board of Directors. - All the powers

of the TRANSCO shall be vested in and exercised by a

Board of Directors. The Board shall be composed of a

Chairman and six (6) members. The Secretary of the

Department of Finance (DOF) shall be the ex-officio

Chairman of the Board. The other members of the

TRANSCO

Board

shall include the Secretary of the

Department

of

Energy

(DOE), the Secretary of the

Department

of

Environment and Natural Resources

(DENR), the President of TRANSCO, one member each

representing Luzon, Visayas and Mindanao.

The members of the Board shall be appointed by the

President of the Philippines and shall serve for a term of

six (6) years, except that any person appointed to fill-in a

vacancy shall serve only the unexpired term of his/her

predecessor in office. All members of the Board shall be

professionals of recognized competence and expertise in

the fields of engineering, finance, economics, law or

business management. No member of the Board or any

of

his

relatives

within

the

fourth

civil

degree

of

consanguinity or affinity shall have any interest, either as

investor, officer or director, in any generation company

or

distribution

utility

or

other

entity

engaged

in

transmitting,

generating

and

supplying

electricity

specified by ERC.

Section 12. Powers and Duties of the Board. - The

following are the powers of the Board:

(a) To provide strategic direction for TRANSCO, and

formulate medium and long-term strategies pursuant to

the vision, mission, and objectives of TRANSCO;

(b) To develop and adopt policies and measures for the

efficient and effective management and operation of

TRANSCO;

(c)

To

organize,

re-organize,

and

determine

the

organizational

structure

and

staffing

pattern

of

TRANSCO; abolish and create offices and positions; fix

the number of its officers and employees; transfer and

re-align

such

officers

and

personnel;

fix

their

compensation, allowance, and benefits;

(d) To fix the compensation of the President of TRANSCO

and to appoint and fix the compensation of other

corporate officers;

(e) For cause, to suspend or remove any corporate officer

appointed by the Board;

(f) To adopt and set guidelines for the employment of

personnel on the basis of merit, technical competence,

and moral character; and

(g)

Any

provisions

of

the

law

to

the

contrary

notwithstanding, to write-off bad debts.

Section 13. Board Meetings. - The Board shall meet as

often as may be necessary upon the call of the Chairman

of the Board or by a majority of the Board members.

Section 14. Board Per Diems and Allowances. - The

members of the Board shall receive per diem for each

regular

or

special

meeting

of

the

Board

actually

attended by them, and, upon approval of the Secretary

of the Department of Finance, such other allowances as

the Board may prescribe.

Section 15. Quorum. - The presence of at least four (4)

members of the Board shall constitute a quorum, which

shall be necessary for the transaction of any business.

The affirmative vote of a majority of the members

present in a quorum shall be adequate for the approval

of any resolution, decision or order except when the

Board shall agree that a greater vote is required.

Section 16. Powers of the President of TRANSCO. - The

President

of

TRANSCO

shall

be

appointed

by

the

President of the Philippines. In the absence of the

Chairman,

the

President

shall

preside

over

Board

meetings. The TRANSCO President shall be the Chief

Executive Officer of TRANSCO.

The President of TRANSCO shall have the following

powers and duties:

(a) To execute and administer the policies and measures

approved by the Board, and take responsibility for the

efficient discharge of management functions;

(b)

To

oversee

the

preparation

of

the

budget

of

TRANSCO;

(c) To direct and supervise the operation and internal

administration of TRANSCO and, for this purpose, may

delegate

some

or

any

of

his

administrative

responsibilities and duties to other officers of TRANSCO

(d) Subject to the guidelines and policies set up by the

Board, to appoint and fix the number and compensation

of subordinate officials and employees of TRANSCO; and

© 2018 Compiled by RGL

86 of 244