FAQs on the IRR of the Maharlika Investment Fund Act of 2023

Maharlika Investment Corporation (MIC)

1. What is the mandate of the MIC?

The MIC is mandated to 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.

2. How much is the capitalization of the MIC?

The Maharlika Investment Corporation shall have an authorized capital stock of 500 billion pesos (approximately 8.9 billion dollars), the 375 billion pesos of which shall constitute common shares available for the subscription of the National Government, its agencies or instrumentalities, GOCCs or Government Financial Institutions (GFIs). The remaining 125 billion pesos in capital shall correspond to the preferred shares available for the subscription of the National Government, its agencies or instrumentalities, GOCCs or GFIs, and reputable private financial institutions and corporations.

3. How much is the initial capitalization of the MIC?

Of the 375 billion pesos capital which correspond to the common shares, 125 billion pesos  (or about 2.2 billion dollars) shall be initially subscribed by the National Government, and the two Government Financial Institutions (GFIs), the Land Bank of the Philippines and the Development Bank of the Philippines. The National Government shall contribute 50 billion pesos, while the Land Bank of the Philippines and the Development Bank of the Philippines shall contribute 50 billion pesos and 25 billion pesos, respectively. The contributions from the two founding GFIs shall be fully paid upon the incorporation of the MIC. 

4. Where will the National Government source its 50 billion pesos contribution to the initial capitalization of the MIC?

The 50 billion pesos contribution of the National Government to the initial capitalization shall be sourced from the following:

  • One hundred percent (100%) of the dividends of the Bangko Sentral ng Pilipinas (BSP) remitted to the National Government for the first and second fiscal years upon the effectivity of the Maharlika Investment Fund Act of 2023;
  • Ten percent (10%) of the National Government’s share to the income of the Philippine Amusement and Gaming Corporation (PAGCOR), and ten percent (10%) of revenues from gaming operations of other government-owned gaming operators/regulators;
  • government assets and proceeds from privatization government assets, and;
  • other sources such as royalties and/or special assessments. 

5. How can the MIC increase its capitalization?

To increase the capitalization of the MIC, the Board of Directors of the MIC, upon recommendation of the Advisory Body, may request Congress for legislation to increase the capitalization of the MIC.

6. Can the MIC issue bonds?

Yes. The MIC may issue all kinds of bonds, debentures, and securities. However, these cannot be guaranteed by the Philippine government.

7. How much can the MIC use to cover its administrative and operational expenses?

As provided in Sec. 11 of the IRR, disbursements of the MIC for its administrative and operational expenses shall not exceed two percent (2%) of the funds managed. Furthermore, this ceiling shall decrease as the size of the Fund increases based on industry practice. 

Maharlika Investment Fund (MIF)

8. Where will the MIF be sourced from?

The MIF will initially be sourced from the capitalization of the MIC, as provided for in R.A. No. 11954. Other GFIs and GOCCs may invest into the MIF as well, subject to their respective investment and risk management strategies, and approval of their respective boards. However, government agencies and GOCCs providing for the social security and public health insurance of government employees, private sector workers and employees, and other sectors and subsectors, as specified in R.A, No. 11954 shall be absolutely prohibited from investing in the MIF

 

Additional investments may likewise be sourced from investments of reputable private and State-owned financial institutions and corporations, subject to the decisions of the Board of the MIC.

9. What are the objectives of the MIF?

The following objectives of the MIF are provided in Sec. 13 of the IRR:

  • to promote socio-economic development which 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.

Investments

10. What are the allowable investments of the MIC?

The following allowable investment are provided in Sec. 14 of the IRR:

  1. Cash, foreign currencies, metals, and other tradeable commodities;
  2. Fixed income instruments issued by sovereigns, quasi-sovereigns and supranationals;
  3. Domestic and foreign corporate bonds;
  4. Listed or unlisted equities, whether common, preferred, or hybrids;
  5. Islamic investments, such as Sukuk bonds;
  6. Joint ventures or co-investments, mergers and acquisitions;
  7. Mutual and exchange-traded funds invested in underlying assets;
  8. Real estate and infrastructure projects: Provided, That investments in infrastructure projects shall be directed towards the fulfillment of national priorities such as the national infrastructure program of the Department of Public Works and Highways (DPWH) and other infrastructure agencies, the inclusive innovation industry strategy of the Department of Trade and Industry (DTI), and the public investment programs of the National Economic Development Authority (NEDA);
  9. Programs and projects on health, education, research and innovation, and other such investments that contribute to sustainable development;
  10. Loans and guarantees to, or participation into joint ventures or consortiums with Filipino and foreign investors, whether in the majority or minority position in commercial, industrial, mining, agricultural, housing, energy, and other enterprises, which may be necessary or contributory to the economic development of the country, or important to the public interest; and
  11. Other investments with sustainable and developmental impact aligned with Section 17 of R.A. No. 11954, as may be approved by the Board.

Governance

11. What is the composition of the Board of Directors of the MIC?

There shall be nine (9) members of the Board of Directors composed as follows:
  1. The Secretary of Finance shall sit as the Chairperson in an ex officio capacity;
  2. President and Chief Executive Officer (PCEO) of the MIC as Vice-Chairperson;
  3. President and CEO of the LBP;
  4. President and CEO of the DBP;
  5. Two (2) Regular Directors; and
  6. Three (3) Independent Directors from the private sector.

12. In case of a merger between the LBP and DBP, how will the composition of the Board change?

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.

13. How are the Regular and Independent Directors selected?

Sec. 33 of the IRR provides that 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.

From the qualified nominees and applicants, the Advisory Body shall submit its list of nominees to the Office of the President not later than thirty (30) days from such vacancy. 

14. Who will appoint the members of the Board of Directors of the MIC?

The PCEO of the MIC, and the Regular and Independent Directors of the MIC shall be appointed by the President of the Philippines upon recommendation of the Advisory Body.

15. What are the duties of the PCEO of the MIC?

Sec. 39 of the Implementing Rules and Regulations (IRR) of the Maharlika Investment Fund Act of 2023 provides that:

“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:

  1. Provide strategic leadership, vision, and management for the fund’s overall operations, aiming to maximize return on investment and contribute to the long-term economic prosperity of the nation;
  2. Design and execute strategic initiatives that resonate with the fund’s objectives and align with the country’s broader financial and economic strategies;
  3. Prepare the agenda for the meetings of the Board of Directors and to submit for the consideration of the Board of Directors the policies and measures which are necessary to carry out the purposes and provisions of R.A. No. 11954;
  4. Execute and administer the policies and measures approved by the Board of Directors;
  5. Develop the MIC’s business prospects by studying economic trends and revenue opportunities; projects acquisition and expansion prospects; and oversee financial performance and risk profiles while ensuring that all of regulatory obligations are met; and
  6. Exercise such other powers as may be vested by the Board of Directors.”

16. What are the qualifications of the PCEO of the MIC?

As provided in Sec. 39 of the IRR, the PCEO must have the following:

  1. 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;
  2. exceptional experience and expertise in corporate management, financial planning strategy, strategic planning and vision, market and business development, budget development;
  3. minimum of ten (10) years experience in finance or investment, with at least ten (10) years in a senior leadership role in a reputable financial institution, public/private sector organization; prior experience with ESG criteria and sustainable investment is preferred;
  4. in-depth understanding of the industry, including risk management, compliance, and regulatory requirements; and
  5. strategic knowledge of cash flow and capital planning management.

17. How long is the term of the PCEO of the MIC?

Sec. 39 of the IRR provides that the PCEO shall be appointed by the President of the Philippines, as recommended by the Advisory Body, for a term of three (3) years,  without prejudice to reappointment.

18. What are the qualifications of the Regular Directors of the MIC?

As provided in Sec. 22 of the IRR,

“Regular Directors must possess the following qualifications:

  1. Citizen of the Philippines;
  2. At least thirty-five (35) years of age; and
  3. Must be of good moral standing and reputation, of recognized probity and independence, and have substantial experience and expertise in any of the following:
  1. Citizen of the Philippines;
  2. Investment in financial assets; and
  3. Management of investments in the global and local markets.”

Moreover, Sec. 29 of the IRR provides for the additional qualifications of Regular and Independent Directors

“Regular and Independent Directors must possess the following additional qualifications:

  1. Education. A master’s degree is required. An advanced degree in finance, economics, business administration, or a related field is highly desirable;
  2. Professional Experience. A minimum of ten (10) years experience in finance, investments, economics, business, or a related field is required. This experience should ideally include roles at a senior management level or within a board of directors of reputable financial institutions, investment firms, or sovereign wealth funds;
  3. Track Record. Strong track record of (i) making strategic decisions, driving investment performance, (ii) understanding international financial markets, macroeconomic trends, and geopolitical influences, (iii) identifying and mitigating investment and operational risks, and (iv) ensuring prudent risk management practices; and
  4. Ethical Standards. Demonstrated commitment to the highest ethical standards, integrity, and compliance with relevant laws and regulations.”

19. How long is the term of the Regular Directors of the MIC?

Sec. 24 of the IRR provides that the Regular Directors shall serve for a term of three (3)  years.

20. What are the qualifications of the Independent Directors of the MIC?

As provided in Sec. 26 of the IRR, the Independent Directors should have “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.”

Moreover, Sec. 29 of the IRR provides for the additional qualifications of Regular and Independent Directors, to wit:

“Regular and Independent Directors must possess the following additional qualifications:

  1. Education. A master’s degree is required. An advanced degree in finance, economics, business administration, or a related field is highly desirable;
  2. Professional Experience. A minimum of ten (10) years experience in finance, investments, economics, business, or a related field is required. This experience should ideally include roles at a senior management level or within a board of directors of reputable financial institutions, investment firms, or sovereign wealth funds;
  3. Track Record. Strong track record of (i) making strategic decisions, driving investment performance, (ii) understanding international financial markets, macroeconomic trends, and geopolitical influences, (iii) identifying and mitigating investment and operational risks, and (iv) ensuring prudent risk management practices; and
  4. Ethical Standards. Demonstrated commitment to the highest ethical standards, integrity, and compliance with relevant laws and regulations.”

21. How long is the term of the Independent Directors of the MIC?

Under Sec. 27 of the IRR, “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.”

22. What are the grounds for the disqualification of the Directors of the MIC?

Provided in Sec. 36 of the IRR are the following disqualifications of the Directors of the MIC:

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

  1. convicted by final judgment of an offense punishable by imprisonment for a period exceeding six (6) years;
  2. found administratively liable for any offense involving fraudulent acts;
  3. convicted by final judgment or found liable by a foreign court or equivalent foreign regulatory authority for acts, violations, or misconduct similar to those enumerated in paragraphs (a) and (b) above; and
  4. or has a pending administrative, civil or criminal case relating to fraud, plunder, corrupt practices, money laundering, tax evasion, or any similar crimes involving misuse of money or breach of trust.”

23. What reasons merit the removal of the members of the Board of Directors of the MIC?

As provided in Sec. 38 of the IRR, “… 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:

  1. If the Director subsequently possesses the disqualifications under Section 20 of RA No. 11954;
  2. If the Director is physically or mentally incapacitated that the Director cannot properly discharge his duties and responsibilities and such incapacity has lasted for more than six (6) months; or
  3. If the Director is guilty of acts or operations which are of fraudulent or illegal character or which are manifestly opposed to the aims and interests of the MIC.”

24. What are the duties of the Chief Investment and Operating Officer (CIOO) of the MIC?

Sec. 40 of the IRR provides that “The CIOO, is responsible for regular administration duties of all investment files, communicating investment strategy and policies, managing and developing a team of financial analysts and investment professionals, supervising risk management across portfolios and ensuring sound investment policies are followed.”

25. What are the qualifications of the Chief Investment and Operating Officer (CIOO) of the MIC?

Sec. 40 of the IRR provides that the CIOO must have the following qualifications:

  1. master’s or advanced degree in Finance, Economics, Business Administration, or a related field.
  2. 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
  3. experience in successfully managing complex investment portfolios and driving robust investment strategies with a focus on long-term growth and risk management.
The same section further provides that the CIOO must also possess the following skills:

  1. Expert knowledge of financial markets, investment instruments, and portfolio management strategies;
  2. Familiarity with relevant investment management software and tools;
  3. Strong understanding of regulatory and compliance requirements in the investment industry;
  4. Visionary leadership and strategic thinking to set clear investment goals and objectives;
  5. Excellent communication and interpersonal skills to collaborate with diverse stakeholders;
  6. Decision-making prowess under uncertainty and a track record of sound judgment;
  7. Exceptional problem-solving skills and the ability to adapt to dynamic market conditions; and
  8. Strong ethical standards and commitment to responsible investing practices.

26. Who appoints the CIOO of the MIC?

Sec. 40 of the IRR provides that the CIOO shall be appointed by the Board of Directors of the MIC.

27. How long is the term of the CIOO of the MIC?

Sec. 40 of the IRR provides that the CIOO shall be appointed for a term of three (3) years, without prejudice to reappointment.

28. What are the duties of the Corporate Secretary of the MIC?

Sec. 21 of the IRR provides that Corporate Secretary shall be responsible for the following:

  1. Serve as an adviser to the Board of Directors on their responsibilities and obligations;
  2. Keep the minutes of meetings of the Board and its committees and furnish copies thereof to the PCEO and other members of the Board as appropriate;
  3. Keep in safe custody the seal of the MIC and affix it to any instrument requiring the same;
  4. Receive instructions from the PCEO on the preparation of an annual schedule, the calling of Board meetings, the preparation of regular agenda for meetings, and notifying the Board of such agenda at every meeting;
  5. Oversee the adequate flow of information to the Board prior to meetings; and
  6. Ensure fulfillment of disclosure requirements to regulatory bodies.
The Corporate Secretary shall have such other responsibilities as the Board may impose upon him. The Board shall have separate and independent access to the Corporate Secretary.

29. What are the qualifications of the Corporate Secretary of the MIC?

Sec. 21 of the IRR provides that the Corporate Secretary should be a Filipino citizen, and a resident of the Philippines, and must possess the following qualifications:
  1. Bachelor’s degree in Law, or Master’s degree in Business Administration, or related field;
  2. A minimum of five (5) years of experience in a similar role in a corporation, preferably a GFI or a similar financial institution;
  3. Extensive knowledge of corporate governance principles and managerial best practices, with ample knowledge on financial regulations and legislation;
  4. Organizational and interpersonal skills; and
  5. Fluency in English is a must, and knowledge of additional languages is a plus.

30. What is the composition of the Advisory Body of the MIC? What are its functions?

The Advisory Body shall be composed of the following:
  1. Secretary of the Department of Budget and Management
  2. Secretary of the National Economic Development Authority
  3. Treasurer of the Philippines
The Advisory Body shall exercise the following powers and functions:
  1. advise and assist the Board of Directors in the formulation of general policies related to investment and risk management and other matters to carry out the provisions of the Act;
  2. recommend Regular and Independent Directors to the President .
The Advisory Body shall not take part in the managemnt of MIC.

Exemptions and Privileges

31. Is the MIC subject to R.A. No. 10149 or the “GOCC Governance Act of 2011”?

The MIC shall be subject to the provisions of Republic Act No. 10149, unless otherwise inconsistent with the provisions of R.A. No. 11954.

32. What are the exemptions of the MIC to the “GOCC Governance Act of 2011”?

As provided in Sec. 45 of the IRR, and consistent with R.A. No. 11954, the exemptions of the MIC to the “GOCC Governance Act of 2011” include the following:

  1. Qualifications, selection, and appointment of the PCEO, Regular and Independent Directors of the Board;
  2. Determination of organizational structure, staffing pattern and compensation structure of the MIC, without prejudice to the power of the GCG to conduct a compensation study and to develop a Compensation and Position Classification System which shall apply to the officers and employees of the MIC, except those determined by the Board as highly technical; and
  3. System of performance standards and evaluation for officials and employees of the MIC.

Safeguards

33. What are the safeguards that will ensure the integrity and credibility of the MIF?

The following measures shall ensure that the credibility of the MIF will be established and maintained:

 

  • Financial reporting in accordance with the relevant International Financial Reporting Standards and principles
  • An Audit Committee composed of members of the Board to oversee the internal and external audits of the MIC
  • Internal audit independent from the management of the MIC 
  • External audit conducted by an internationally recognized auditing firm
  • Examination and audit by the Commission on Audit 
  • Joint Congressional Oversight Committee, composed of seven (7) members each from the House of Representatives and the Senate
  • Compliance with Santiago Principles

34. What penalties will ensure accountability for violations and offenses?

The following penalties ensure that actors with interest in the MIC who commit violations and offenses will be held accountable:

 

  • A Director or Officer who willfully holds office while possessing any of the disqualifications or willfully conceals a ground for disqualification shall be punished with a fine ranging from five million pesos to seven million pesos.  When the violation is injurious or detrimental to the public, the penalty shall be ranging from ten million pesos to fifteen million pesos.
  • 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 to seven million pesos.
  • Any person, natural or juridical, who allows itself to be used for fraud, or for committing or concealing graft and corrupt practices – by the directors, officers, or other employees of the MIC  shall be liable for a fine ranging from one million pesos to five million pesos.
  • 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 shall be liable for a fine ranging from five million pesos to ten million pesos.
  • 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 imprisonment of six years.
  • Any person, natural or juridical, who allows itself to be used for fraud, or for committing or concealing graft and corrupt practices – by the directors, officers, or other employees of the MIC shall be punished with imprisonment of six years.
  • 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 shall be punished with imprisonment of twenty years.
  • Directors, Officers, Auditors, or any person found guilty of the violations under the Act shall be perpetually disqualified from holding public office.

The penalties defined in the Act shall be separate and in addition to any other administrative, civil, or criminal liability under other laws.

Transitory Provisions

35. When is the promulgation of the IRR?

Following the consultations of the Treasurer of the Philippines with the Founding GFIs as well as the submission of the IRR to the Office of the National Administrative Register (august 22) and the publication of the IRR in the Official Gazette on August 28th, the IRR will be promulgated on same date (August 28th).

36. When will the IRR be effective?

Section 76 of the IRR provides that IRR will be effective 15 days after its complete publication in the Official Gazette or in a newspaper of general circulation.

37. When will DBP and LBP remit their contributions?

DBP and LBP will transfer to the account of the Treasurer of the Philippines for the benefit of the MIC their contributions of P25 billion and P50 billion, respectively, within 5 days from the effectivity of the IRR.  The BTr will transfer to the account of the MIC within 5 business days from receipt of the relevant MIC Board resolution.  The details of the transfer from the BTr to the MIC account shall be discussed in the organizational meeting of the MIC Board.

38. When will NG transfer its contribution?

The P50 billion NG contribution shall be deposited in the MIC designated account in accordance with the instruction of the Secretary of Finance.

39. How will the seats of the Regular and Independent Directors be initially filled up?

Sec. 47 of the IRR provides that in order to ensure that good corporate governance is in place upon transition, the Advisory Body shall solicit nominees and applicants for PCEO, and Regular and Independent Directors in the manner provided under Sec. 33 of the IRR. The solicitation of nominees and applications, for purposes of initial appointment, may be made immediately upon the publication of the IRR, the closing date of which shall not exceed fifteen (15) days from the effectivity of the IRR.

 

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

40. What should be included in the agenda of the first meeting of the Board of Directors?

Sec. 48 of the IRR provides that upon official assumption of majority of all the members of the Board of Directors, it shall immediately convene to:

  1. Identify the location of MIC’s head office in Metro Manila;
  2. Appoint the Corporate Secretary;
  3. Appoint the CIOO and other critical and key officers or employees, and determine their compensation structure;
  4. Craft general guidelines relative to the formulation of investment and risk management policies; and
  5. Address other relevant matters.

© Maharlika Fund 2023