Law Summary
Creation and Structure of the Authority
- A corporate body named Laguna Lake Development Authority (LLDA) is established within 120 days of the Act's approval.
- LLDA has the authority to execute powers and functions to achieve its development objectives.
- The principal office shall be situated within the Laguna Lake region with possible branches as needed.
Scope and Functions of the Authority
- Conduct comprehensive surveys of natural resources, social conditions, hydrology, and potential for tourism and industries.
- Prepare and implement detailed development plans.
- Provide planning, management, and technical assistance to investors.
- Evaluate and approve local development plans related to the region, with its decisions being final.
- Engage in agriculture, industry, commerce, or related activities, particularly new ventures that private sectors may not pursue.
- Manage population readjustment, relocation, or resettlement within the region.
- Submit an annual financial and operational report to stockholders.
- Facilitate loans and guarantee financial assistance to enterprises.
- Undertake land reclamation projects from Laguna Lake if necessary.
Corporate Powers
- Exercise corporate rights such as suing, adopting bylaws, entering contracts, and holding property.
- Use eminent domain to acquire property necessary for development objectives.
- Borrow funds independently and invest in other corporations.
- Perform any authorized corporate acts and transactions needed to fulfill its mandate.
Capitalization and Financing
- Authorized capital stock set at 100 million pesos, divided into 1 million shares (700,000 common voting shares and 300,000 preferred non-voting shares).
- Initial subscription requires 20 million pesos, with 5 million pesos fully paid.
- Provinces of Laguna and Rizal must subscribe at least 60% of 200,000 common shares, with 25% paid.
- Remaining shares are available to cities, municipalities, private investors, and government entities with conditions for private investor subscriptions.
- Municipal corporations authorized to subscribe and hold shares.
- Initial operational funding of 500,000 pesos appropriated for two years from the national fund.
- Authority may issue bonds with approval by the Board and majority of stockholders; bonds are governed by terms set by the Board.
- Bonds may be payable in Philippine or convertible foreign currency and are accepted as security in government transactions.
Tax Exemptions
- The Authority and its subsidiaries are exempt from taxes, licenses, fees, and duties related to its operations.
- Subsidiaries become subject to taxes on a graduated scale starting from the sixth year.
- Notes, bonds, debentures, and obligations issued by the Authority are exempt from taxes except inheritance and gift taxes.
Establishment of a Sinking Fund
- A sinking fund is created to ensure bond redemption at maturity.
- The fund is managed by the Treasurer, invested as directed by the Board, and used for bond servicing.
Government Guarantee
- The Republic of the Philippines guarantees payment of principal and interest on bonds issued by the Authority.
- The Secretary of Finance shall pay on behalf of the Authority if it defaults, with the government succeeding to bondholder rights upon such payments.
Management and Corporate Governance
- The Board of Directors consists of seven members with staggered terms and annual elections of officers.
- A Chairman, Vice-Chairman, and Secretary (not necessarily a Director) are elected annually.
- Vacancies handled by the Vice-Chairman or new election; quorum requires at least four members.
- Directors must be natural-born citizens, reputable for integrity and competence; government employees may serve with consent.
- Strict conflict of interest prohibitions apply; violation results in automatic disqualification and nullification of contracts.
- Board members may be removed by a three-fourths vote of stockholders.
- Board meets at least monthly and receives per diems with reimbursement for expenses.
Powers and Appointment of the General Manager
- The General Manager is the chief executive responsible for policy implementation, administration, and operations.
- Must have executive competence with experience in public administration or management.
- Serves a six-year term but removable by two-thirds stockholder vote.
- Non-voting ex-officio Board member.
- Receives fixed annual compensation and allowances.
- Required to reside in the region and avoid outside business during tenure.
Organizational Structure and Personnel
- Leadership supported by Assistant General Manager, division chiefs for operations and planning, corporate counsel, and treasurer.
- Employment governed by a merit system focusing on fitness and competency.
- Appointment of division chiefs and assistant manager by Board upon General Manager’s recommendation; other personnel appointed by General Manager.
- Contracts must ensure compliance with minimum wage laws.
Planning and Procurement
- Board to formulate development plans within one year.
- Procurement follows public bidding except for amounts below 5,000 pesos or emergencies.
- Bidding considers cost, quality, financial responsibility, delivery time, and specifications.
Financial Oversight and Auditing
- An internal auditor is appointed to report to the Board on financial conditions and operations semiannually or annually.
- An external reputable auditing firm is engaged to provide independent audit reports on the Authority’s finances.
Legal Provisions
- The Act’s provisions are separable; invalidity of any part does not affect others.
- Key terms are defined: Act, Authority, Board, Region, Government entities, Investors, External Auditor, and Subsidiary Corporation.
- All conflicting laws and regulations are repealed or modified accordingly.
Effectivity
- The Act takes effect immediately upon approval on July 18, 1966.