IRR 11954 2023

This "Implementing Rules and Regulations of the Maharlika Investment Fund Act of 2023", hereinafter called the IRR or Rules, is promulgated pursuant to Section 54 of Republic Act (R.A.) No. 11954 for the purpose of prescribing the guidelines, procedures, and standards for the implementation thereof.

. - These Rules shall be liberally construed to ensure the fulfillment of the declared policy objectives of R.A. No. 11954.

RULE II Definition of Terms

For the purpose of this IRR, the following terms are hereby defined as follows:

The "Maharlika Investment Corporation" created under R.A. No. 11954 shall act as the sole vehicle for the purpose of mobilizing and utilizing the MIF for investments in transactions in order to generate optimal returns on investments (ROIs), while contributing to the overall goal of reinvigorating job creation and accelerating poverty reduction by sustaining the economy's high growth trajectory, while ensuring sustainable development.

The MIC shall govern and manage the Fund in accordance with the objectives and purposes set forth in R.A. No. 11954, and other laws, rules and regulations, and it shall adhere to the Santiago Principles and other internationally-accepted standards of transparency and accountability: Provided, That the MIC shall coordinate with all relevant institutions to ensure harmonization of policies.

The MIC shall have its principal place of business in Metro Manila. The Board may maintain branches and offices in such other places, within and outside of the Philippines, as the proper conduct of its business may require.

The MIC shall have an authorized capital stock of Five hundred billion pesos (P500,000,000,000.00) to be divided into five billion (5,000,000,000) shares, with a par value of One hundred pesos (P100.00) per share which shall have the following classifications and features:

Provided, further, That of the One hundred twenty-five billion pesos (P125,000,000,000.00), Seventy-five billion pesos (P75,000,000,000.00) pertaining to the contributions of the Founding GFIs shall be fully paid by them. Within five (5) days from the effectivity of the IRR, the contributions shall be deposited to the account of the Treasurer of the Philippines for the benefit of the MIC. The details of the transfer of the contributions from the account of the Treasurer of the Philippines to the MIC shall be discussed at the organizational meeting of the Board. The Bureau of Treasury (BTr) shall transfer the contributions to the account of MIC within five (5) business days from receipt of the relevant Board Resolution. The Fifty billion pesos (P50,000,000,000.00) pertaining to the NG contributions shall be deposited in the MIC designated account in accordance with the Instruction of the Secretary of Finance; and

The Board, upon the recommendation of the Advisory Body, shall request Congress for legislation to increase the capitalization of the MIC up to such an amount, as may be necessary to attain the objectives of the law.

The MIC is hereby authorized to adopt, alter, and use a corporate seal which shall be judicially noticed; to enter into contracts; to lease or own real and personal property, and to sell or otherwise dispose of the same; to sue and be sued; and otherwise to do and perform any and all things that may be necessary or proper to carry out the purposes of R.A. No. 11954.

The MIC may acquire and hold such assets and incur such liabilities in connection with its operations authorized by the provisions of R.A. No. 11954, or as are essential to the proper conduct of such operations.

The MIC may compromise or release, in whole or in part, any claim or settled liability to the MIC, under such terms and conditions as may be prescribed by the Board, upon favorable recommendation of the Advisory Board, to protect the interests of the MIC and the integrity of the MIF: Provided, That in no event shall the MIC compromise or release any claim or liability in excess of the amount as prescribed under relevant laws, rules and regulations.

In carrying out its objectives and functions, the MIC shall:

The MIC may issue all kinds of bonds, debentures, and securities, and/or the renewal or refunding thereof (hereinafter called "Bonds"), within and/or outside the Philippines, at such terms, rates, and conditions as the Board of Directors may determine, subject to compliance with the provisions of applicable law, and rules and regulations promulgated by the Monetary Board.

The MIC shall provide for appropriate reserves for the redemption or retirement of the Bonds. These bonds and other obligations shall be redeemable at the option of the MIC at or before maturity and in such manner as may be stipulated therein and shall bear such rate of interest as may be fixed by the MIC.

Such obligations shall be secured by the assets under the management of the MIC, including the stocks, bonds, debentures, and other securities purchased or held by it under the provisions of R.A. No. 11954. These bonds and debentures may be long-term, medium, or short-term, with fixed interest rate or floating interest rate.

In no instance shall the Philippine government guarantee any Bonds issued by the MIC.

The Board of the MIC is authorized to disburse from the Fund such amounts as may be necessary for administrative and operating expenses, the total of which shall not exceed two percent (2%) of funds managed: Provided, That the Board of Directors shall set annual targets to reduce operating and administrative expenses as a share of funds managed: Provided, further, That the foregoing ceiling shall decrease as the size of the Fund increases based on industry practice.

If expenses in any year are less than the maximum amount permissible, the difference shall not be availed of as additional expenses in the following years.

RULE IV Maharlika Investment Fund

The Maharlika Investment Fund (MIF) created under R.A. No. 11954 shall adhere to the principles of good governance, transparency, and accountability. The Fund shall initially be sourced from the capitalization of the MIC, as provided for in R.A. No. 11954; the investible funds of select GIFs and from contributions of the National Government, as well as other sources of funds, as provided in R.A. No. 11954: Provided, That other GFis and GOCCs may invest into the MIF subject to their respective investment and risk management strategies, and approval of their respective boards: Provided, further, That government agencies and GOCCs providing for the social security and public health insurance of govenrment employees, private sector workers and employees, and other sectors and subsectors, such as, but not limited to, the SSS, GSIS, Philhealth, Pag-Ibig Fund, OWWA, and PVAO Pension Fund, shall be absolutely prohibited, whether mandatory or voluntary, to invest in the MIF: Provided, furthermore, That the investments in the Fund made by LBP, DBP, and other GFIs shall not exceed twenty-five percent (25%) of their net worth, as of end of the month subsequent to transfer of the contributions from the account of the Treasurer of the Philippines to the MIC.

Additional investments may likewise be sourced from investments of reputable private and State-owned financial institutions and corporations in the form and under the terms and conditions that the Board of Directors may prescribe.

The Fund shall be used to invest on a strategic and commercial basis in a manner designed to promote fiscal stability for economic development, and strengthen the top-performing GFIs through additional investment platforms that will help attain the National Government;s priority plans.

The objective of the MIF is to promote socio-economic development. This will be achieved by making strategic and profitable investments in key sectors to preserve and enhance long-term value of the Fund; to obtain the optimal absolute return and achievable financial gains on its investments; and to satisfy the requirements of liquidity, safety/security, and yield in order to ensure profitability. In pooling the investible funds from the GFIs, and channeling them to diversified financial assets and development projects, the MIC's activities shall contribute to a prudent and transparent management of the government resources.

RULE V Investments

Subject to strict compliance with the Investment and Risk Management Guidelines, the Board of Directors of the MIC may engage in the following investments:

The Board of Directors of the MIC shall likewise ensure that all allowable investments as provided in this section are in accordance with the principle of sustainability.

In line with Section 14(f) of R.A. No. 11954, the Board shall prescribe the form, as well as the terms and conditions, of the joint venture and/or co-investment, subject to pertinent laws, rules and regulations: Provided, That the board and management of the MIC shall ensure that all transactions with private and other State-owned entities in a joint venture or co-investment are not prejudicial to the interest of the government and complies with the principles under the last paragraph of Section 12 of R.A. No. 11954.

To ensure transparency and accountability, the MIC shall regularly publish the terms and conditions of the arrangement, in the form and manner as determined by the Board, as well as all financial statements and reports relative to the operations of the joint venture and/or co-investment on its website, which shall be immediately updated and made easily accessible to the public.

In no case shall the MIC, in whatever manner or devise, invest in areas that are explicitly prohibited under existing laws and conventions to which the Philippines is a party.

The Board of Directors shall formulate written policies in relation to the following matters:

All investment policies approved by the Board of the MIC shall be posted on its website which shall be immediately updated and be made easily accessible to the public.

The management of the MIF shall be subject to a set of investment policies, guidelines, and risk management limits and procedures, as approved by the Board of Directors, upon due consideration of the recommendations of the Advisory Board. Investment and risk management strategies of the MIC shall be in line with the policies and objectives hereunder stated to ensure the long-term viability of the Fund.

Investment and risk management plans, strategies and activities of the MIC, involving the MIF, shall be disclosed and published on its website that will be immediately updated and made easily accessible to the public.

No guarantee involving financial liability arising from any action of the MIC shall be binding upon the Philippine government without obtaining the written authority of the proper authorities under exiting laws.

Third-party fees and all charges incurred in connection with the establishment and effective management of the MIF, such as custody fees, transition fees, clearing fees, and management fees payable to external fund managers, shall be charged against the MIF , in accordance with the applicable policies on fund disbursements.

RULE VI Governance

There shall be nine (9) members of the Board of Directors composed as follows:

Provided, That, in case of a merger, consolidation, abolition, or dissolution of any of the founding GFIs, the seat in the Board of the absorbed, dissolved, or abolished GFI shall be filled by one of the next highest-ranking officers authorized by the Board of the GFI, which assumed the rights of the absorbed, dissolved, or abolished GFI.

The Secretary of Finance and the PCEO of the LBP and DBP, as ex officio members may designate and authorize an alternate, who shall be at least an Undersecretary or Executive Vice President in rank, respectively.

Unless specifically limited in the letter of designation, the duly-designated ex officio Alternate may act and vote with the same power and legal effect as that of the ex officio Director in the Board and Board-Level Committee meetings, and during the entire period of the ex officio Director is a Board Member.

The Director shall designate a qualified ex officio Alternate through a written notice to the MIC Corporate Secretary. The Directory may also revoke the designation of the ex officio Alternate at any time, provided it shall be effective only upon written notice to the MIC Corporate Secretary.

The duly-designated ex officio Alternate shall also cease to act with the power and authority of the Director upon the subsequent designation of another Alternate, when the Director has ceased to be a member of the Governing Board of the GOCC concerned, or upon the death, civil interdiction or the resignation of the Director from the public service.

All Directors shall continue to hold office until their successors shall have been appointed and duly qualified, unless sooner removed or resigned.

Immediately after the official assumption of the majority of all the Board of Directors, a Corporate Secretary, who should be a Filipino citizen and a resident of the Philippines, shall be appointed by the Board, and shall:

The Corporate Secretary must possess the following qualifications:

Regular Directors must posses the following qualifications:

The Regular Directors shall be appointed by the President of the Philippines upon recommendation of the Advisory Body.

The Regular Directors shall serve for a term of three (3) years, unless sooner removed for cause.

In case of removal or resignation, the appointment to any vacancy shall only be for the unexpired term of the predecessor. The appointment of a Regular Director to fill such vacancy shall be in accordance with the manner provided for regular nomination, shortlisting and appointment of Regular Directors.

The Regular Directors shall serve in the Board full-time, and shall not hold any other public office or post during their tenure. Neither will the Regular Directors have or possess any private financial and business interest while in office. In this regard, Regular Directors shall be required to resign from, divest themselves of any and all interests in any private institutions that would put them in conflict with the interest of the MIC before assumption to their office.

The Advisory Body shall ensure that the selected Independent Directors are with proven probity, competence, expertise and experience in finance, economics, investments, business management, or law, and are highly capable to contribute to the attainment of the objectives and purposes of the MIF.

The Independent Directors shall be appointed by the President of the Philippines, upon the recommendation of the Advisory Body, for a term of one (1) year. The Independent Directors shall be eligible for reappointment: Provided, That the cumulative term of an Independent Director shall not exceed nine (9) years.

The Independent Directors shall not hold any business or financial interests and other relationships which could, or could reasonably be perceived to, materially interfere with his exercise of independent judgment in carrying out their responsibilities as directors.

Regular and Independent Directors must possess the following additional qualifications:

At least one (1) year from the end of their tenure, the Regular and Independent Directors shall be barred from employment, whether in full-time or advisory capacity, in any private company and institution, the interests of which directly compete with or in conflict with the MIC.

The PCEO, Regular and Independent Directors shall be bonded to the government for the faithful performance of all duties imposed upon them by law and for the faithful accounting of all funds and public properties coming into their custody or control in accordance with the Public Bonding Law under the Revised Administrative Code, Executive Order No. 449, s. 1997, and related laws and issuances. Prior to the discharge of duties, said members shall be required to secure a fidelity bond of Ten million pesos (P10,000,000.00).

In the interest and exigency of service, vacancies in the Regular and Independent Director seats shall be filled within ninety (90) days from the vacancy. For this purpose, the Advisory Board shall submit the list of nominees to the Office of the President not later than thirty (30) days from such vacancy.

The Advisory Body shall solicit nominations and/or applications for vacancies in the PCEO, and Regular and Independent Director seats from the public and private sectors.

In line with the Fit and Proper Rules of the GCG, the Advisory Board shall formulate its rules and criteria in the selection and nomination of prospective appointees pursuant to Secs. 22, 26, 34 and 39 of these Rules: Provided, That, the Ad Hoc Technical Unit created pursuant to Section 43 (a) and the GCG shall receive and check the submitted documents against the checklist of qualifications provided by the Advisory Board to ascertain if they are all qualified, using a non-discretionary "pass/fail" criterion: Provided, further, That, only those nominations and applications that meet all the qualifications and do not have any of the disqualifications will be transmitted to the Advisory Board for further evaluation and shortlisting. The Ad Hoc Technical Unit must transmit the qualified nominees and applicants within fifteen (15) days from the closing date of solicitation.

The Advisory Board shall require from the nominees and/or applicants such documentary requirements necessary in evaluation their qualifications and disqualifications, which may include the following:

The primary function of the Board of Directors is to govern and manage the MIC, its assets, and investments in accordance with R.A. No. 11954. The specific functions of the Board shall include the following:

The Board of Directors shall meet at least once every two (2) weeks, or as often as may be necessary upon its consultation.

It may hold special meetings to consider urgent matter upon call of the Chairperson or upon initiative of at least two (2) members of the Board of Directors.

In order to constitute a quorum in Board meetings, a majority of the total membership of the Board shall be present. the approval by a majority of all members of the Board of Directors shall be required to constitute a decision of the Board of Directors.

The Board of Directors, through the Office of the Corporate Secretary, shall maintain and preserve a complete record of the proceedings and deliberations of the Board of Directors, including the minutes, transcripts, and records, either in original or digital form. The meetings of the Board of Directors may be conducted in person or remotely through teleconferencing, video conferencing and other modern technological means.

A person shall be disqualified from being a director, if within five (5) years prior to his appointment as such, the person was:

The following shall constitute prohibited acts and transactions of the members of the Board of Directors, as provided under Section 44, in relation to Section 20 and 22, of R.A. No. 11954:

In accordance with the requirements of due process, the President of the Philippines may motu proprio or upon the recommendation of the Board of Directors remove the PCEO, as well as the Regular and Independent Directors, for any of the following reasons:

The PCEO shall direct and supervise the operations and internal administration of the MIC, and shall be charged with the risk management, financial performance, human resources, accounting and legal affairs of the MIC. The PCEO shall have the following powers and duties:

The PCEO shall work closely with the executive management and the Board and must have (a) an advanced degree (MBA, MA, MSc, PhD) in Finance, Economics, Business Administration, or a related field from a reputable university; additional professional certifications such as CFA or CPA is preferred;

The PCEO shall be appointed by the President of the Philippines, as recommended by the Advisory Board, for a term of three (3) years, without prejudice to reappointment.

The CIOO is responsible for regular administration duties of all investment files, communicating investment strategy and policies, managing and developing a tam of financial analysts and investment professionals, supervising risk management across portfolios and ensuring sound investment policies are followed.

The CIOO shall be appointed by the Board of Directors and terminated for a term of three (3) years, without prejudice to reappointment.

The CIOO must have a master's or advanced degree in Finance. Economics, Business Administration, or a related field. In terms of experience, the CIOO must have a proven track record of at least ten (10) years in senior investment management roles, preferably within sovereign wealth funds, asset management firms, or large institutional investors; and experience in successfully managing complex investment portfolios and driving robust investment strategies with a focus on long-term growth and risk management.

The CIOO must also possess the following skills:

The Board shall organize a Risk Management Committee composed of five (5) members as follows:

It shall be responsible for the following:

The Board shall organize an Audit Committee composed of five (5) members as follows:

An Advisory Body is hereby created which shall be composed of the Secretary of the DBM, the Secretary of NEDA, and The Treasurer of the Philippines.

The Secretariat shall be formed from the existing employees and staff of the BTr. Provided, That, whenever the need arises, the Advisory Board may create an Ad Hoc Technical Unit which shall come from existing employees and staff of the BTr, DBM, NEDA, and other agencies.

The Advisory Body shall exercise the following powers and functions:

RULE VII Exemptions and Privileges

Applicability of the GOCC Governance Act of 2011. - The MIC shall be subject to the provisions of Republic Act No. 10149 or the "GOCC Governance Act of 2011", unless otherwise inconsistent with the provisions of R.A. No. 11954, which include the following:

All procurement activities of the MIC shall be subject to, and governed by, the provisions of Republic Act No. 9184, otherwise known as the "Government Procurement Reform Act" and its implementing rules and regulations, except the engagement of professional, or technical services necessary for the selection of investments under Section 8 hereof, such experts in fund management, investment analysis, advisory and underwriting, law, accounting, tax, human resources, asset valuation, securities brokerage and dealership, and capital market and equity research analysis: Provided, That the selection process to be adopted by the MIC for the engagement of the foregoing professional and technical services shall be open and competitive, and approved by the Board.

RULE VIII Transitory Provisions

To ensure that good corporate governance is in place upon transition in line with Section 6 of R.A. No. 11954, the Advisory Body shall solicit nominees and applicants for PCEO, and Regular and Independent Directors, pursuant to Section 33 of these Rules. Provided, That the solicitation of nominees and applications under this Section may be made immediately, the closing date of which shall not exceed fifteen (15) days from the effectivity of the IRR. Provided, further, That for the purpose of this Section, the Ad Hoc Technical Unit and GCG shall transmit the qualified nominees and applicants within seven (7) days from the closing date of solicitation.

The Advisory Body shall submit to the Office of the President the list of nominees for PCEO, Regular and Independent Directors not later that thirty (30) days from the effectivity of these Rules.

Upon official assumption of majority of all the members of the Board of Directors, it shall immediately convene to:

For the first five (5) years of its operations, the MIC Board, upon the recommendation of the PCEO, shall authorize the secondment or designation of GFI non-executive personnel to the MIC, as may be necessary, subject to existing guidelines on secondment of the Civil Service Commission.

The secondment of the GFIs' personnel to the MIC involved the movement of said personnel from their mother agencies and offices to the MIC, which is temporary in nature, which may or may not require the issuance of an appointment, and which may or may not involve increase in compensation and benefits. Seconded personnel shall receive, in lieu of their respective compensation from their respective agencies or offices, the salaries, emoluments and all other benefits which their positions are entitled to receive from the MIC.

For this purpose, non-executive personnel refers to all employees of the GFI, except the PCEO and the next highest ranking officer authorized by the Board of the GFI, in accordance with Section 20 of these Rules.

The designation of the respective GFIs' personnel to the MIC involves the imposition of additional and/or higher duties to be performed by said personnel for the MIC which is temporary and can be terminated anytime at the pleasure of the appointing officer/authority. Designated personnel shall continue to receive their salaries, benefits, and emoluments from their respective offices or agencies: Provided, That they shall be paid honoraria for the additional and/or higher duties to be performed for the MIC.

The MIC shall be subject to the provisions of Republic Act No. 7656. - The MIC shall be subject to the provisions of Republic Act No. 7656 or "An Act Requiring Government-Owned or -Controlled Corporations to Declare Under Certain Conditions to the National Government, and for Other Purposes".

RULE IX Financial Reporting Framework and Audit of Records

The financial statements and reports shall be prepared, in accordance with the relevant Financial Reporting Standards and Principles.

The Board shall appoint an internal auditor, who shall provide audit reports to the Board of Directors. The internal auditors shall be independent from the management of the MIC and shall be under the direct control and supervision of the Board of Directors. The PCEO shall ensure that the internal auditor, including the staff, shall have access to all documents and information pertinent to the audit.

The Board shall determine the qualifications, as well as the duties and responsibilities of the internal auditor.

The Board shall engage for each accounting period or as soon as practicable after the commencement of the relevant accounting period, an internationally recognized auditing firm to be the external auditor of the Fund and to audit its financial statements.

The external auditor shall conduct an annual audit, for a maximum engagement period of three (3) consecutive years under such terms as may be determined by the Board of Directors.

The books and accounts of the MIC be subject to the examination and audit of the COA pursuant to Article IX of the 1987 Philippine Constitution. All financial transactions shall be governed by the applicable govenrment laws, rules and regulations. The COA shall prescribe the guidelines of the audit of the MIC and the Fund under its management in accordance with international best practices. In defining the scope of its audit, the COA shall coordinate with the external auditor as provided under Section 35 of R.A. No. 11954. The COA shall conduct a special audit every five (5) years.

Notwithstanding any laws, rules, regulations, or other issuances to the contrary, the disposal by MIC, pursuant to its mandate and functions, of shares, securities, and other interest and investments, shall not be covered by existing laws and regulations on disposal of government assets.

RULE X Reports and Records

There shall be created a Maharlika Investment Fund Congressional Oversight Committee (MIF-JCOC) to oversee, monitor, and evaluate the implementation of R.A. No. 11954. The MIF-JCOC shall be composed of seven (7) members each from the House of Representatives and the Senate. The MIF-JCOC shall be co-chaired by the Chairpersons of the House Committee on Banks and Financial Intermediaries and the Senate Committee on Banks, Financial Institutions and Currencies.

The Speaker and Senate President shall designate the other six (6) members of the MIF-JCOC of the House and the Senate from among the members on the House Committee on Banks and Financial Intermediaries and the Senate Committee on Banks, Financial Institutions and Currencies, at least one member of which shall be from the Minority.

The MIC shall make a quarterly confidential submission of all investments, whether planned or under negotiation by the MIC and on the portfolio of the MIF, to the MIF-JCOC.

All audit reports of the internal and external auditors for each accounting period shall likewise be submitted to the MIF-JCOC.

All documents of the MIF and the MIC, shall be open, available, and accessible to the public, as may be allowed by law, in both English and Filipino, including but not limited to:

The records on the MIC pertaining to its investment activities shall be secured and maintained pursuant to the rules of the National Archives of the Philippines. The relevant disclosure rules under Republic Act No. 8799 or the "Securities Regulation Code", Republic Act No. 11232, or the "Revised Corporation Code of the Philippines", and other laws, rules and regulations shall apply to the MIC. The MIC shall be covered by Executive Order No. 2, s. 2016. All reports of the MIC pursuant to the disclosure rules under existing laws shall be published on its website that shall be immediately updated and made easily accessible to the public.

An information security culture shall be established to protect and maintain the confidentiality, integrity, and availability of information, from its creation, access, processing, transmission, retention, and disposal, in accordance with R.A. No. 10173 or the "Data Privacy Act" and other relevant laws, rules, and regulations.

GFIs with investment in the MIC shall include the performance of their investments, a risk assessment of their exposure and strategies to manage such risks, and other relevant information in their annual reports.

GFIs with investments in the MIC shall provide the reports under this Section in the manner prescribed by the appropriate regulatory body.

The audits required under this article shall include an assessment of the implementation of the Santiago Principles and recommendations to improve compliance with such principles.

The MIC shall maintain and improve, on an ongoing basis, compliance with the Santiago Principles. It must always keep up-to-date on the evolving requirements of the generally accepted principles and practices to be able to develop, review, and strengthen the organization, policies, and investment practices.

The internal auditor shall conduct the assessment provided under this Section every two (2) years, to be submitted to the Board.

The provision of existing laws to the contrary notwithstanding, any dispute, controversy or claim arising out of or relating to investments entered pursuant to R.A. No. 11954 or the breach, termination or invalidity thereof shall be resolved by good faith negotiations between the parties.

In the event that such negotiations do not succeed, any dispute, controversy or claim arising out of or relating to investments entered pursuant to R.A. No. 11954 or the breach, termination or invalidity thereof shall be settled in accordance with internationally accepted institutional systems of arbitration of which the Philippines is a signatory.

The MIF-JCOC created under Section 38 R.A. No. 11954 shall regularly be apprised of the status of any dispute settlement proceeding.

RULE XI Offenses and Penalties

A director or officer who willfully holds office while possessing any of the disqualifications or willfully conceals a ground for disqualification as provided for in Section 20 and Section 22 of R.A. No. 11954 shall be punished with a fine ranging from Five million pesos (P5,000,000.00) to Seven million pesos (P7,000,000.00) at the discretion of the court, and perpetual disqualification from holding public office. When the violation of this provision is injurious or detrimental to the public, the penalty shall be a fine ranging from Ten million pesos (P10,000,000.00) to Fifteen million pesos (P15,000,000.00).

An independent auditor who, knowingly certifies the corporation's financial statements despite its gross incompleteness or inaccuracy, its failure to give a fair and accurate presentation of the corporation's condition, or despite containing false or misleading statements, shall be punished with a fine ranging from Five million pesos (P5,000,000.00) to Seven million pesos (P7,000,000.00), imprisonment of six (6) years, and perpetual disqualification from holding public office. When the statement or report is fraudulent, or had the effect of causing injury to the general public, the auditor or responsible officer may be punished with a fine ranging from Ten million pesos (P10,000,000.00) to Fifteen million pesos (P15,000,000.00), imprisonment of six (6) years, and perpetual disqualification from holding public office.

Any person, natural or juridical, who allows itself to be used for fraud, or for committing or concealing graft and corrupt practices - by he directors, officers, or other employees of the MIC - as defined under pertinent laws, rules, and regulations, shall be liable for a fine ranging from One million pesos (P1,000,000.00) to Five million pesos (P5,000,000.00), imprisonment of six (6) years, and perpetual disqualification from holding public office.

Where there is a finding that any of its directors, officers, employees, agents, or representatives are engaged in graft and corrupt practices, the Board of Directors' failure to install:

A director or officer of the MIC who fails to sanction, report, or file the appropriate action with proper agencies, allows or tolerates graft and corrupt practices or fraudulent acts committed by a director, officer, employee, agent or representative shall be punished with a fine ranging from Five million pesos (P5,000,000.00) to Ten million pesos (P10,000,000.00), imprisonment of twenty (20) years, and perpetual disqualification from holding public office.

A whistleblowers refers to any person who provides truthful information relating to the commission or possible commission of any offense or violation under R.A. No. 11954. Any person who, knowingly and with intent to retaliate, commits act detrimental to a whistleblower such as interfering with the lawful employment or livelihood of the whistleblower, shall, at the discretion of the court, be punished with a fine ranging from One million pesos (P1,000,000.00) to Two million pesos (P2,000,000.00), and imprisonment of six (6) years.

Liability for any of the foregoing offenses shall be separate from and in addition to any other administrative, civil, or criminal liability under other laws, such as, but not limited to:

The crimes/offenses punishable under R.A. No. 11954 shall prescribe in ten (10) years from the day of the commission of the crime/offense, and if the same be not known at the time, from the discovery thereof and the institution of judicial proceeding for its investigation and punishment. However, the right of the State to recover properties unlawfully acquired by the person involved, nominees, or transferees in embezzlement and misappropriations of the funds shall not be barred by prescription, laches, or estoppel.

RULE XII Miscellaneous Provisions

A portion of the National Government capital contribution, either through subscription of common shares or of preferred shares, under Section 6 of R.A. No. 11954 shall be sourced from the following:

Provided, further That the above funding from PAGCOR will be for period of vie (5) years. Accordingly, other government-owned gaming operators and/or regulators shall also contribute ten percent (10%) of their revenues from gaming operations for a period of five (5) years;

The Office of the Government Corporate Counsel (OGCC) shall be the statutory counsel of the MIC.

The MIC may maintain an in-house Legal Counsel and Legal Department pursuant to Section 21(k) of R.A. No. 11954, subject to the control and supervision of the OGCC as mandated by Executive Order No. 292, s. 1987 or the "Administrative Code of 1987". The OGCC, however, may delegate to the Legal Department the handling of cases and review of certain legal matters and contracts in line with the terms and conditions that the OGCC and the MIC may agree upon to ensure expediency and the protection of MIC's interests.

The MIC shall exist for a term of thirty-five (35) years from the date of the effectivity of R.A. No. 11954, unless sooner repealed or extended by Congress.

The provisions of Republic Act No. 11232, also known as the "Revised Corporation Code of the Philippines", to the extent relevant and consistent with R.A. No. 11954, shall be applicable to the MIC.

If any provision of R.A. No. 11954 or these Rules are declared invalid or unconstitutional, the remaining parts or provisions not affected shall remain valid.

All acts, executive orders, administrative orders, proclamations, rules and regulations or parts thereof inconsistent with any of the provisions of R.A. No. 11954, are hereby repealed or modified accordingly.

Particularly, the following laws or provisions of laws are hereby expressly amended to the extent of ensuring the full implementation of the provisions of R.A. No. 11954;

These Rules shall take effect fifteen (15) days after its complete publication in the Official Gazette or in a newspaper of general circulation.