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Executive Orders

Prescribing Rules to Govern the Compensation of Members of the Board of Directors/trustees in Government-Owned or Controlled Corporations Including Government Financial Institutions

Executive Order No. 24

MALACAÑAN PALACE
MANILA

BY THE PRESIDENT OF THE PHILIPPINES

EXECUTIVE ORDER NO. 24

PRESCRIBING RULES TO GOVERN THE COMPENSATION OF MEMBERS OF THE BOARD OF DIRECTORS/TRUSTEES IN GOVERNMENT-OWNED OR CONTROLLED CORPORATIONS INCLUDING GOVERNMENT FINANCIAL INSTITUTIONS

WHEREAS, Section 1, Article XI of the 1987 Constitution provides that a "Public office is a public trust. Public officers and employees must at all times be accountable to the people, serve them with utmost responsibility, integrity, loyalty, and efficiency, act with patriotism and justice, and lead modest lives.";

WHEREAS, pursuant to this constitutional mandate, Republic Act No. 6713 (The Code of Conduct and Ethical Standards for Public Officials and Employees) directs the public officials and employees to uphold public interest over personal interest and for this purpose, to use government resources and the powers of their offices efficiently, effectively, honestly and economically to avoid wastage of government resources;

WHEREAS, transparency, accountability and prudence in government spending are among the core governance policies being adopted by this Administration;

WHEREAS, transparency, accountability and prudence in government spending are among the...

Summary of Executive Order No. 24

Prescribing Rules to Govern the Compensation of Members of the Board of Directors/Trustees in Government-Owned or Controlled Corporations Including Government Financial Institutions

• Policy Considerations (Section 1)
- Promote transparency, accountability, and prudence in government spending. (Section 1a)
- Enable GOCCs to perform their mandated functions and contribute to national development. (Section 1b)
- Strengthen overall governance and management of GOCCs by attracting qualified individuals. (Section 1c)
- Improve monitoring, supervision, and evaluation of GOCC management and operations. (Section 1d)
- Provide for standardization and rationalization of reasonable compensation to prevent abuses. (Section 1e)

• Definition of Terms (Section 2)
- Defines terms such as GOCC, Chartered GOCC, Non-chartered GOCC, GFI, Subsidiary, Ex-Officio Board Member, Authorized Alternate/Representative, Appointive or Elective Board Member, Per Diems, Salaries, Allowances, Bonuses, and Benefits, Annual Retainer Fees, Performance-based Incentives, Reimbursable Expenses, and Stock Plans.

• General Provisions (Section 3)
- The compensation system should be simple, consistent with best practices, consider the nature of corporations, and subject to periodic review. (Section 3a)
- The compensation should be just, equitable, comparable to the private sector, performance-based, fair, reasonable, and subject to the President's approval. (Section 3b)

• Coverage (Section 4)
- Applies to members of the Board of Directors/Trustees of all GOCCs, with or without Charter, and their subsidiaries, except the Bangko Sentral ng Pilipinas. (Section 4a)
- Applies to representatives of GOCCs in the Boards of private corporations where GOCCs have investments. (Section 4b)

• Local Water Districts (Section 5)
- Members of the Board of Directors/Trustees of Local Water Districts shall also be subject to the policies and principles set forth in this Executive Order.

• GOCC Classification (Section 6)
- GOCCs are classified by size based on assets and revenues into Classes A, B, C, D, and E.
- Specific asset and revenue thresholds are provided for each classification.

• Compensation of Members of the Board of Directors/Trustees (Section 7)
- Ex-Officio Board Members and their Authorized Alternates/Representatives shall not receive additional compensation. (Section 7a)
- Appointive or Elective Board Members may receive compensation as set forth in this Executive Order, unless prohibited by law or Charter. (Section 7b)
- Compensation granted to Ex-Officio Board Members of subsidiaries or private corporations where a GOCC has investments shall accrue to the GOCC represented. (Section 7c)
- Compensation granted to Appointive or Elective Board Members representing a GOCC in a private corporation where the GOCC has investments shall not exceed the allowable compensation of the GOCC represented. Any excess shall be remitted to the GOCC represented within 15 days. (Section 7d)

• Compensation Structure (Section 8)
- Compensation shall be in the form of per diems, subject to limits in Sections 9 and 10. (Section 8a)
- Performance-Based Incentives may be allowed based on agreed upon metrics, as provided in Section 11. (Section 8b)
- Annual Retainer Fees and Stock Plans shall not be allowed. (Section 8c)
- Salaries, Allowances, Benefits, and other Bonuses shall not be allowed unless specifically authorized by law or Charter and approved by the President, and the total shall not exceed the limits in Sections 9 and 10. (Section 8d)

• Per Diems for Board Meetings (Section 9)
- Maximum per diem per Regular or Special Board meeting attended is based on the size of the GOCC, ranging from ₱5,000 to ₱40,000.
- Maximum annual per diems for Board meetings range from ₱120,000 to ₱960,000, based on GOCC classification.
- The Board chairperson may receive up to 20% more than the amount set for members.

• Per Diems for Committee Meetings (Section 10)
- Maximum per diem per Committee meeting attended is 60% of the amount set per Board meeting, based on GOCC classification.
- Maximum annual per diems for Committee meetings range from ₱72,000 to ₱576,000, based on GOCC classification.

• Performance-based Incentives (Section 11)
- Maximum amount of Performance-Based Incentives shall be based on the size of the GOCC, not exceeding a reasonable percentage of a Board Member's actual annual per diems received.
- Actual amounts shall be based on agreed upon metrics, endorsed by the Department of Finance and the Department of Budget and Management, and approved by the President.
- A rating system shall be used to assess GOCC performance using metrics that clearly identify when targets have been met or exceeded.
- Performance-based incentives shall only be paid if a GOCC has complied with its statutory obligations.

• Reimbursable Expenses (Section 12)
- Necessary expenses of Board Members to attend meetings and discharge official duties shall be paid directly by the GOCC.
- If Board Members advance expenses due to exigency of service, they may be reimbursed for transportation, travel, communication, and meals during business meetings, subject to submission of receipts and budgeting, accounting, and auditing rules and regulations.

• Compliance (Section 13)
- The Board of Directors/Trustees of all Chartered GOCCs, whether or not covered by the Salary Standardization Law, are directed to comply with the provisions of this Executive Order. (Section 13a)
- The Board of Directors/Trustees of all Non-chartered GOCCs, including all subsidiaries, are directed to pass Board resolutions adopting or reiterating the provisions of this Executive Order. (Section 13b)

• Penalties (Section 14)
- Non-compliance with any provision of this Executive Order shall be considered insubordination or neglect of duty and shall be dealt with accordingly.

• Restitution (Section 15)
- Upon determination and report by the Commission on Audit (COA) that a Board Member has received any amount or property beyond what is allowed in this Executive Order or has received anything which accrues to the GOCC represented by him/her, the Board Member shall immediately return the same to the GOCC concerned.

• Clarifications (Section 16)
- Any request for clarifications to the provisions of this Executive Order shall be directed to the Task Force on Corporate Compensation and must be in writing.

• Separability Clause (Section 17)
- If any section or provision of this Executive Order is declared invalid, the other sections or provisions which are not affected shall continue to be in full force and effect.

• Repealing Clause (Section 18)
- All orders, circulars, issuances, Board resolutions, rules and regulations or parts thereof which are inconsistent with the provisions of this Executive Order are hereby repealed or modified accordingly.

• Effectivity Clause (Section 19)
- This Executive Order shall take effect immediately upon publication in a newspaper of general circulation.

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