PCSO board members are not automatons

Let me react to the column of Solita Monsod where she wrote about the irrationality in the plunder case involving the Philippine Charity Sweeptakes Office (Inquirer, 11/24/12). She bristled against the unfairness of lumping together all those whose signatures appeared in the paper trail leading to the diversion of “intelligence funds” in the hundreds of millions of pesos. Indiscriminately accused with former President Gloria M. Arroyo and former PCSO general manager Rosario Uriarte, the minions/members of the PCSO board of directors are crying foul as they were only exercising “ministerial” functions in connection with the allegedly unlawful disbursements, Monsod suggested.

We think not. Being members of the board of a corporation is never a “ministerial” function. “As a general rule, the exercise of corporate powers, the laying down of corporate policies, the conduct or management of corporate business and the control or disposition of corporate assets or properties are lodged with, and the concerns of, the board of directors/trustees…” (Agpalo, “Comments on the Corporation Code of the Philippines”). Whether it is a private or government corporation, the board is a policy-determining and decision-making body. Precisely, stockholders elect their directors on the basis of their supposed intelligence, savvy and business acumen. They are not installed in the board to act as mindless automatons. They are expected to use “sound discretion” and make “sound judgment.”

In the case of the PCSO’s board of directors, they had the “discretion” to go along with the shenanigans or distance themselves from the hooligans. Resignation was always an option. They ought to know what every centavo in the PCSO coffers was for. If they chose to play dumb to continue enjoying the perks, then they should suffer like the other jerks. It is as simple as that.—STEPHEN L. MONSANTO, Monsanto Law Office, Loyola Heights, Quezon City lexsquare.firm@gmail.com