Legal basis and corporate law relation
- The President issued the Decree pursuant to Proclamation No. 1081 dated September 21, 1972 and General Order No. 1 as amended dated September 22, 1972.
- The Corporation is subject to the provisions of the Corporation Law insofar as those provisions are not inconsistent with the Decree or with the purposes for which the Corporation is formed.
- The Corporation has the general powers mentioned in the Corporation Law and additional powers necessary to accomplish its purposes.
Policy and purpose of the Corporation
- The Decree directs the creation of a special agency to promote the full and continued utilization of manpower and to develop investment potentials from veterans and retirees of the Armed Forces of the Philippines.
- The Corporation exists to allow the full and continued employment of veterans’ and retirees’ productive capabilities and investment capacity.
- The Corporation exists to manage enterprises and investment ventures entered into by veterans and retirees, or ventures that serve the Corporation’s purposes.
Board composition and officer roles
- The Corporation is governed and its activities are directed, controlled, and managed by a Board of Directors.
- The Board of Directors consists of the Secretary of National Defense, the Executive Secretary, and five other persons designated by the President from a list of qualified veterans and retirees.
- The designated five persons serve as Directors for a term of two years from the date of the Decree.
- Successors to the five designated Directors are elected to serve for a like term of two years by veterans and retirees at a general meeting called for the purpose once every two years.
- The Secretary of National Defense acts as Chairman, and the Executive Secretary acts as Vice-Chairman.
Corporate purposes and primary powers
- The Corporation formulates, executes, or operates policies, programs, projects, and other activities that support the full and continued employment and investment of veterans and retirees of the Armed Forces of the Philippines.
- The Corporation directs, controls, manages, and operates all forms of enterprises and investment ventures entered into by such veterans and retirees, or those that serve the Corporation’s purposes.
- The Corporation is empowered to engage in commercial, industrial, mining, agricultural, and other enterprises.
- The Corporation is empowered to invest, reinvest, and trade in securities necessary to accomplish its purposes.
- The Corporation is authorized to hold public agricultural lands and mineral lands in excess of areas permitted to private corporations, associations, and persons under Philippine law.
- The holding of such public agricultural lands and mineral lands is allowed for a period not exceeding twenty-five years, renewable by the President for another twenty-five years.
- The Corporation is authorized to acquire, hold, mortgage, and alienate personal and real property in the Philippines or elsewhere, and to make contracts and enter into arrangements deemed convenient and advantageous to its interests.
- The Corporation is authorized to purchase, hold, alienate, mortgage, pledge, or otherwise dispose of shares of capital stock, and any bond, security, or other corporation or association, in this country or abroad.
- While it holds such stock, the Corporation may exercise ownership rights, including the right to vote.
- The Corporation is authorized to execute acts that a partnership or natural person is authorized to perform under current laws and laws that may later be enacted.
Corporate term, principal office, and succession
- The Corporation has succession for a period of fifty years from and after the date of approval of the Decree.
- The Corporation’s principal office is located in the City of Manila.
Capital stock and subscription requirements
- The Corporation’s capital stock is Three Million Pesos, divided into six hundred thousand shares, with a par value of five pesos each.
- No share may be transferred at less than par value.
- No shares may be issued or transferred to a person who is not a qualified veteran or retiree.
- Twenty per centum of the capital stock must be subscribed by the Government of the Republic of the Philippines, and the remainder must be subscribed by qualified veterans and retirees or organizations, bodies, associations created for veterans and retirees.
- Twenty-five per centum of the value of all stock subscribed must be paid at the time of subscription.
- The remaining balance of subscriptions is subject to call upon a majority vote of the Board of Directors, with the approval of the Chairman.
- Government subscription is made by the President.
- The voting power of the Government’s shares is vested in the President or in persons the President designates.
Management staffing and compensation authority
- The Board of Directors appoints and fixes the salaries of a manager and such other officials as necessary for the internal administration of the Corporation.
Government appropriation for capitalization
- Sums necessary to pay for the shares of stock subscribed by the Government of the Republic of the Philippines are appropriated out of the General Fund not otherwise appropriated.
Transfer restrictions and qualifications
- The Corporation’s shares are limited to qualified veterans and retirees, because no share may be issued or transferred to any person who is not a qualified veteran or retiree.
- Shares may not be transferred below par value.
Provisions on amendments and transitory effect
- Amendments, changes, and modifications can be made by the President and take effect after pronouncement by the President or the President’s duly designated representative.