GOCC Goverce Act of 2011

Recognizes GOCCs as vital to economic development.
State must actively exercise ownership rights in GOCCs.
Ensures GOCC operations align with national development policy.
Emphasizes judicious use of corporate form for government activities.
Centralized rationalization and monitoring to ensure asset efficiency.
Governance must be transparent, accountable, professional.
Implements reporting and evaluation systems.
Board members must be competent, accountable fiduciaries.
Adoption of justifiable remuneration schemes.
Separation between regulatory and proprietary functions to ensure level playing field with private companies.

Affiliate: Corporation with 50% or less capital stock owned by GOCC.
Appointive Director: Members nominated by the State reflecting ownership share.
Board: Governing body with corporate powers.
Breakthrough Results: Achievement of corporate goals/performance indicators.
Chartered GOCC: GOCC created by special law.
CEO: Highest-ranking executive (President, General Manager, etc.).
Department: Executive department or its equivalent.
Ex Officio Board Member: Member of board by holding another office.
Fit and Proper Rule: Standards for suitability of Board members/CEO including integrity, experience, education.
Government Financial Institutions (GFIs): Majority government-owned financial institutions supervised by BSP or collecting public funds.
GICP/GCE: Government instrumentalities with corporate powers but not corporations.
GOCC: Government-owned or controlled corporations, including GICP/GCE and GFIs.
Nonchartered GOCC: GOCC organized under the Corporation Code.
Officers: Corporate officers under charter/bylaws.
Per Diems: Compensation for actual attendance in board meetings.
Performance Scorecard/System: Tools for evaluating GOCC performance.
Related Corporation: Subsidiary or affiliate.
Subsidiary: Corporation with majority capital stock owned or controlled by GOCC.

Applicable to all GOCCs, GICP/GCEs, and GFIs including subsidiaries.
Excludes BSP, SUCs, cooperatives, local water districts, economic zone authorities, and research institutions.
President appoints one-third of board members in excluded economic zone authorities and research institutions from GCG list.

Created as a central advisory, monitoring, and oversight body attached to the Office of the President.
Powers include evaluating GOCC performance and recommending reorganization, merger, abolition, or privatization.
Classification of GOCCs into developmental/social, proprietary commercial, GFIs, regulatory, and others.
Formulates ownership and operations manuals and government corporate governance standards.
Recommends sanctions, including suspension of erring Board members.
Nominates Appointive Directors based on qualifications.
Establishes performance evaluation systems and conducts periodic assessments.
Conducts compensation studies and recommends competitive remuneration.
Coordinates GOCC operations to align with national policies.
Prepares semi-annual and annual performance reports to the President and Congress.
Determines conflicts between regulatory and commercial functions and recommends corrective action.

Five members: Chairman with Cabinet Secretary rank, two with Undersecretary rank appointed by President.
Budget and Finance Secretaries as ex officio members.

Applies to all GOCC officers and employees, regardless of Salary Standardization Law coverage.
Positions classified and salary grades assigned.
Compensation must be just and equitable with attention to equal pay for equal work.
Comparable to private sector salaries within GOCC financial capability.
Periodic review based on GOCC performance and economic factors.
Incentives may be recommended only if GOCC has met tax and dividend obligations.
No diminution of salaries existing as of December 31, 2010 upon implementation.

Duties and responsibilities apply to all Board members and officers, including subsidiaries and affiliates.
Number of Directors maintained as per GOCC charters.
Ex officio members may designate alternates.
Appointive Directors appointed by President from GCG shortlist meeting Fit and Proper Rule.
Fit and Proper Rule includes integrity, experience, education, training, competence.
Appointive Directors’ term is one year, renewable based on performance evaluation.
CEO elected annually by Board members and subject to Board discipline.
Fiduciary duties require loyalty, care, avoidance of conflicts, application of sound business principles.
Profits or benefits acquired in violation of duty are subject to restitution.
Board has power to discipline or remove officers for cause.
Compensation, per diems, and incentives are regulated by GCG standards, with no retirement benefits for directors/trustees.

Members/officers must return properties or profits acquired without authority.
Failure to restitute within 30 days after demand leads to criminal penalties (imprisonment, fines, disqualification).

New GOCCs/Related Corporations created under Corporation Code require prior GCG review and President’s approval.
SEC will not register without GCG endorsement showing President’s approval.
Acquisition of controlling interest in corporations by government agencies requires GCG review and President’s approval.

Initial P10 million funding from Presidential Contingent Fund.
Following budgets included in General Appropriations Act.
Corporation Code and GOCC charters apply supplementarily unless inconsistent with this Act.
Privatization Council continues prior privatization efforts; unfinished ones after two years transferred to GCG.
Repeal of inconsistent laws and orders, including Executive Order No. 323, Series 2000.

Unconstitutional provisions do not affect other provisions.
Law takes effect 15 days after publication in Official Gazette or newspapers of general circulation.