DECISION

CHICO-NAZARIO, J.:

Before Us is a special civil action for Injunction to enjoin public respondents from
implementing the National Power Board (NPB) Resolutions No. 2002-124 and No. 2002-125,
both dated 18 November 2002, directing, among other things, the termination of all
employees of the National Power Corporation (NPC) on 31 January 2003 in line with the
restructuring of the NPC.

On 8 June 2001, Republic Act No. 9136, otherwise known as the "Electric Power Industry
Reform Act of 2001" (EPIRA Law), was approved and signed into law by President Gloria
Macapagal-Arroyo, and took effect on 26 June 2001. Section 2(i) and Section 3 of the EPIRA
Law states:

Section 2. Declaration of Policy. – It is hereby declared the policy of the State:

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(i) To provide for an orderly and transparent privatization of the assets and liabilities
of the National Power Corporation (NPC);

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Section 3. Scope. – This Act shall provide a framework for the restructuring of the
electric power industry, including the privatization of the assets of NPC, the transition
to the desired competitive structure, and the definition of the responsibilities of the
various government agencies and private entities.1

Under the EPIRA Law,2 a new National Power Board of Directors was constituted composed of
the Secretary of Finance as Chairman, with the Secretary of Energy, the Secretary of Budget
and Management, the Secretary of Agriculture, the Director-General of the National Economic
and Development Authority, the Secretary of Environment and Natural Resources, the
Secretary of Interior and Local Government, the Secretary of the Department of Trade and
Industry, and the President of the National Power Corporation as members.

On 27 February 2002, the Secretary of the Department of Energy (DOE) promulgated the
Implementing Rules and Regulations (IRR) of the EPIRA Law, pursuant to Section 773 thereof.
Said IRR were approved by the Joint Congressional Power Commission on even date.
Meanwhile, also in pursuant to the provisions of the EPIRA Law, the DOE created the Energy
Restructuring Steering Committee (Restructuring Committee) to manage the privatization
and restructuring of the NPC, the National Transmission Corporation (TRANSCO), and the
Power Sector Assets and Liabilities Corporation (PSALM).

To serve as the overall organizational framework for the realigned functions of the NPC
mandated under the EPIRA Law, the Restructuring Committee proposed a new NPC Table of
Organization which was approved by the NPB through NPB Resolution No. 2002-53 dated 11
April 2002. Likewise, the Restructuring Committee reviewed the proposed 2002 NPC
Restructuring Plan and assisted in the implementation of Phase I (Realignment) of said Plan,
and thereafter recommended to the NPB for approval the adoption of measures pertaining to
the separation and hiring of NPC personnel. The NPB, taking into consideration the
recommendation of the Restructuring Committee, thus amended the Restructuring Plan
approved under NPB Resolution No. 2002-53.

On 18 November 2002, pursuant to Section 634 of the EPIRA Law and Rule 335 of the IRR, the
NPB passed NPB Resolution No. 2002-124 which provided for the Guidelines on the
Separation Program of the NPC and the Selection and Placement of Personnel in the NPC Table
of Organization. Under said Resolution, all NPC personnel shall be legally terminated on 31
January 2003, and shall be entitled to separation benefits. On the same day, the NPB
approved NPB Resolution No. 2002-125, whereby a Transition Team was constituted to
manage and implement the NPC's Separation Program.

In a Memorandum dated 21 November 2002, the NPC OIC-President and CEO Rolando S.
Quilala circulated the assailed Resolutions and directed the concerned NPC officials to
disseminate and comply with said Resolutions and implement the same within the period
provided for in the timetable set in NPB Resolution No. 2002-125. As a result thereof, Mr.
Paquito F. Garcia, Manager – HRSD and Resources and Administration Coordinator of NPC,
circulated a Memorandum dated 22 November 2002 to all NPC officials and employees
providing for a checklist of the documents required for securing clearances for the
processing of separation benefits of all employees who shall be terminated under the
Restructuring Plan.

Contending that the assailed NPB Resolutions are void and without force and effect, herein
petitioners, in their individual and representative capacities, filed the present Petition for
Injunction to restrain respondents from implementing NPB Resolutions No. 2002-124 and No.
2002-125. In support thereof, petitioners invoke Section 78 of the EPIRA Law, to wit:

Section 78. Injunction and Restraining Order. – The implementation of the provisions
of this Act shall not be restrained or enjoined except by an order issued by the
Supreme Court of the Philippines.

In assailing the validity of NPB Resolutions No. 2002-124 and No. 2002-125, petitioners
maintain that said Resolutions were not passed and issued by a majority of the members of
the duly constituted Board of Directors since only three of its members, as provided under
Section 486 of the EPIRA Law, were present, namely: DOE Secretary Vincent S. Perez, Jr.;
Department of Budget and Management Secretary Emilia T. Boncodin; and NPC OIC-President
Rolando S. Quilala. According to petitioners, the other four members who were present at the
meeting and signed the Resolutions were not the secretaries of their respective departments
but were merely representatives or designated alternates of the officials who were named
under the EPIRA Law to sit as members of the NPB. Petitioners claim that the acts of these
representatives are violative of the well-settled principle that "delegated power cannot be
further delegated." Thus, petitioners conclude that the questioned Resolutions have been
illegally issued as it were not issued by a duly constituted board since no quorum existed
because only three of the nine members, as provided under Section 48 of the EPIRA Law, were
present and qualified to sit and vote.

It is petitioners' submission that even assuming arguendo that there was no undue delegation
of power to the four representatives who signed the assailed Resolutions, said Resolutions
cannot still be given legal effect because the same did not comply with the mandatory
requirement of endorsement by the Joint Congressional Power Commission and approval of
the President of the Philippines, as provided under Section 47 of the EPIRA Law which states
that:
 Section 47. NPC Privatization. – Except for the assets of SPUG, the generation assets,
real estate, and other disposable assets as well as IPP contracts of NPC shall be
privatized in accordance with this Act. Within six (6) months from effectivity of this
Act, the PSALM Corp. shall submit a plan for the endorsement by the Joint
Congressional Power Commission and the approval of the President of the Philippines,
on the total privatization of the generation assets, real estate, other disposable assets
as well as existing IPP contracts of NPC and thereafter, implement the same, in
accordance with the following guidelines, except as provided for in paragraph (f)
herein: x x x.

Petitioners insist that if ever there exists a valid wholesale abolition of their positions and
their concomitant separation form the service, such a process is an integral part of
"privatization" and "restructuring" as defined under the EPIRA Law and, therefore, must
comply with the above-quoted provision requiring the endorsement of the Joint
Congressional Power Commission and the approval of the President of the Philippines.
Furthermore, petitioner highlight the fact that said Resolutions will have an adverse effect
on about 5,648 employees of the NPC and will result in the displacement of some 2,370
employees, which, petitioners argue, is contrary to the mandate of the Constitution to
promote full employment and security of tenure.

Respondents, on the other hand, uphold the validity of the assailed Resolutions by arguing
that while it is true that four members of the National Power Board of Directors, particularly
the respective Secretaries of the Department of Interior and Local Government, the
Department of Trade and Industry, and the Department of Finance, as well as the Director-
General of the National Economic and Development Authority, were not the actual signatories
in NPB Resolutions No. 2002-124 and No. 2002-125, they were, however, ably represented by
their respective alternates. Respondents claim that the validity of such administrative
practice whereby an authority is exercised by persons or subordinates appointed by the
responsible official has long been settled. Respondents further contend that Section 48 of
the EPIRA Law does not in any way prohibit any member of the NPB from authorizing his
representative to sign resolutions adopted by the Board.

From the arguments put forward by herein parties, it is evident that the pivotal issue to be
resolved in this Petition for Injunction is whether or not NPB Resolutions No. 2002-124 and
No. 2002-125 were properly enacted. It is petitioners' contention that the failure of the four
specifically identified department heads7 under Section 48 of the EPIRA Law to personally
approve and sign the assailed Resolutions invalidates the adoption of said Resolutions.
Petitioners maintain that there was undue delegation of delegated power when only the
representatives of certain members of the NPB attended the board meetings and passed and
signed the questioned Resolutions.

We agree with petitioners. In enumerating under Section 48 those who shall compose the
National Power Board of Directors, the legislature has vested upon these persons the power
to exercise their judgment and discretion in running the affairs of the NPC. Discretion may
be defined as "the act or the liberty to decide according to the principles of justice and one's
ideas of what is right and proper under the circumstances, without willfulness or favor. 8
Discretion, when applied to public functionaries, means a power or right conferred upon
them by law of acting officially in certain circumstances, according to the dictates of their
own judgment and conscience, uncontrolled by the judgment or conscience of others. 9 It is
to be presumed that in naming the respective department heads as members of the board of
directors, the legislature chose these secretaries of the various executive departments on the
basis of their personal qualifications and acumen which made them eligible to occupy their
present positions as department heads. Thus, the department secretaries cannot delegate
their duties as members of the NPB, much less their power to vote and approve board
resolutions, because it is their personal judgment that must be exercised in the fulfillment
of such responsibility.

There is no question that the enactment of the assailed Resolutions involves the exercise of
discretion and not merely a ministerial act that could be validly performed by a delegate,
thus, the rule enunciated in the case of Binamira v. Garrucho10 is relevant in the present
controversy, to wit:

An officer to whom a discretion is entrusted cannot delegate it to another, the

In those cases in which the proper execution of the office requires, on the part of the
officer, the exercise of judgment or discretion, the presumption is that he was chosen
because he was deemed fit and competent to exercise that judgment and discretion,
and, unless power to substitute another in his place has been given to him, he cannot
delegate his duties to another.

Respondents' assertion to the contrary is not tenable. The ruling in the case cited by
respondents to support their contention is not applicable in the case at bar. While it is true
that the Court has determined in the case of American Tobacco Company v. Director of
Patents11 that a delegate may exercise his authority through persons he appoints to assist
him in his functions, it must be stressed that the Court explicitly stated in the same case that
said practice is permissible only when the judgment and discretion finally exercised are
those of the officer authorized by law. According to the Court, the rule that requires an
administrative officer to exercise his own judgment and discretion does not preclude him
from utilizing, as a matter of practical administrative procedure, the aid of subordinates, so
long as it is the legally authorized official who makes the final decision through the use of
his own personal judgment.

In the case at bar, it is not difficult to comprehend that in approving NPB Resolutions No.
2002-124 and No. 2002-125, it is the representatives of the secretaries of the different
executive departments and not the secretaries themselves who exercised judgment in
passing the assailed Resolution, as shown by the fact that it is the signatures of the respective
representatives that are affixed to the questioned Resolutions. This, to our mind, violates the
duty imposed upon the specifically enumerated department heads to employ their own
sound discretion in exercising the corporate powers of the NPC. Evidently, the votes cast by
these mere representatives in favor of the adoption of the said Resolutions must not be
considered in determining whether or not the necessary number of votes was garnered in
order that the assailed Resolutions may be validly enacted. Hence, there being only three
valid votes cast out of the nine board members, namely those of DOE Secretary Vincent S.
Perez, Jr.; Department of Budget and Management Secretary Emilia T. Boncodin; and NPC OIC-
President Rolando S. Quilala, NPB Resolutions No. 2002-124 and No. 2002-125 are void and
are of no legal effect.

Having determined that the assailed Resolutions are void as they lack the necessary number
of votes for their adoption, We no longer deem it necessary to pass upon the other issues
raised in the instant petition

WHEREFORE, premises considered, National Power Board Resolutions No. 2002-124 and No.
2002-125 are hereby declared VOID and WITHOUT LEGAL EFFECT. The Petition for
Injunction is hereby GRANTED and respondents are hereby ENJOINED from implementing
said NPB Resolutions No. 2002-124 and No. 2002-125.

SO ORDERED.