GOCC DIRECTORS/TRUSTEE AND OFFICERS ARE ‘PUBLIC OFFICERS’

It is not the GOCC Governance Act that raised for the first time the standard of diligence for directors, trustees, and officers of GOCC to the “extraordinary diligence,” since it is the Code of Conduct and Ethical Standards for Public Officials and Employees that expressly includes within its coverage officials in GOCCs, which under the aegis of “Professionalism,” provides that “Public officials and employees shall perform and discharge their duties with the highest degree of excellence, professionalism, intelligence and skill.”

Prior to the enactment of the GOCC Governance Act, while there was little doubt that all members of the Governing Boards of Chartered GOCCs were deemed to be public officers as they were expressly covered by the Civil Service system under the 1987 Constitution, those in the nonchartered GOCCs considered themselves and were treated to a great extent as private sector directors/trustees and not as public officials. This practice was borne out of the understanding that nonchartered GOCC are “private corporations” and not government corporations, having been organized under the Corporation Code, and that the members of their Boards of Directors/Trustees were nominated and elected into office by the stockholders, and do not receive any appointment from the government that would make them public officers or government appointees.

To remove all doubts as to the status of Board Members of GOCCs as public officials, Section 15 of R. A. 10149 mandates that every “Appointive Director shall be appointed by the President of the Philippines from a short list prepared by the GCG.” In other words, no Appointive Director