Published in the September 1, 2004 issue of BusinessWorld
Elected to the board of directors were government nominees Manuel D. Andal, Enrique L. Locsin, and Julio J. Jalandoni; Manuel H. Nieto, Jr. and Nieto group representatives Philip G. Brodett, Roberto V. San Jose, and Luis K. Lokin Jr.. Also elected were independent directors Benito V. Araneta and Roberto Abad. Two other stockholders, Prudencio C. Somera and Oliverio G. Laperal, elected themselves into office.
None of the seven nominees of the Africa group was elected, but the group led by Victor Africa is set to contest the results, claiming it was deprived of its right to vote as representatives of PHC's mother firm, Philippine Communications Satellite Corp. (Philcomsat).
"We will protest because we were deprived of the right to vote, which is an attribute of the right of ownership, the evidence of which is our being registered in the stock transfer book and our possession of the stock certificates," Mr. Africa said.
He said those who counted the ballots limited his voting rights to a little over 8,000 shares and that Philcomsat's vote should have been counted in his favor. Mr. Africa said he is set to hold discussions with his lawyers on the appropriate forum to file his protest.
The Africa and the Philippine Commission on Good Government (PCGG)/Nieto groups are at odds over who holds the rightful proxy for Philcomsat in PHC. Mr. Africa's group holds the stock certificate of Philcomsat, which owns 80% of PHC. The PCGG and the Nieto group, however, claim the right to assign the proxy for Philcomsat by virtue of the government's 35% to 40% stake in Philippine Overseas Telecommunications Corp. (POTC) which wholly owns Philcomsat.
The dispute has resulted in the firm's not staging a stockholders' meeting in the past three years.
In yesterday's meeting, the PCGG/Nieto group assigned Mr. Locsin as the Philcomsat representative. PHC, through a resolution by a nominations committee that was formed by virtue of an order by the Securities and Exchange Commission (SEC) and the company's board of directors, recognized Mr. Locsin as the representative of Philcomsat.
The stockholders' meeting was presided over by Mr. Araneta, chairman of the previous PHC board.
Mr. Africa questioned the authority of Mr. Araneta to preside as PHC bylaws provide that the stockholders' meeting be presided by the president of the firm.
TRO
Mr. Nieto had delegated the task of presiding over the meeting to Mr. Araneta since the Court of Appeals (CA) issued a temporary restraining order against the SEC, Messrs. Nieto and Lokin and Alma Kristina Alobba.
The CA told the SEC to stop implementing orders upholding the Nieto group's takeover of the boards of POTC and Philcomsat. It directed the SEC and SEC legal counsel Vernette Umali-Paco from implementing directives dated July 8 and July 26, which ordered the staging of stockholders' meetings of the three companies, and an order dated August 20 which declared as valid a stockholders' meeting conducted by the Nieto group for Philcomsat and POTC.
Mr. Africa's objection over Mr. Nieto's authority to delegate his powers to preside was brought to a vote, and stockholders voted in favor of allowing Mr. Araneta to preside.
Mr. Africa also asked the SEC to rule on whether stockholders have the authority to disregard the bylaws of a company. But the SEC representatives said they could not give a ruling on the matter as they were constrained by the CA TRO to act merely as observers.
Mr. Africa also questioned the basis for the conduct of the stockholders' meeting as it was called in line with the SEC rulings subject to the TRO.
Mr. San Jose, the corporate secretary, said the SEC rulings were not the sole basis for the conduct of the board meeting. He said the meeting was also called by virtue of a board decision. He added that the TRO issued by CA enjoined the SEC and specific officials of the company, and not the company itself.
"Philcomsat Holdings is not a party to the case, so we are not prevented from conducting the stockholders' meeting," he said.
Mr. Africa also questioned the assignment by the nominations committee of the Philcomsat proxy to Mr. Locsin, since the matter is also contained in the SEC orders restrained by the CA. He likewise questioned the committee's composition, saying none of its members -- a representative of the Africa group, one from the Nieto group, and one from the PCGG group -- was an independent director in violation of provisions in the Corporate Governance Code.
Instead of answering the question, however, Mr. San Jose questioned Mr. Africa's standing in asking the question as PHC does not recognize Mr. Africa as the Philcomsat proxy In response, Mr. Africa presented a stock certificate which showed that he was a minority stockholder in PHC.
Mr. Africa also questioned the failure to stage a stockholders' meeting for three years and whether Mr. Araneta, as an independent director who was nominated by a member of the previous PHC management, would be able to uphold his independence.
The Nieto group, for its part, is also questioning the CA TRO, claiming that the Africa group was forum shopping as it filed the same petition in two other courts. Mr. Africa had sought the same relief before Branches 61 and 133 of the Makati Regional Trial Court. Both courts denied the petition.
In yesterday's meeting, PHC said it invested PhP80 million in a call center project with SM eVentures. The call center, called the Telecommunications Center Inc., began operations two months ago. It currently has a capacity of 150 seats, but is set to expand to 500.
The company is also set to sell a two-hectare property in Pasig. Mr. San Jose said that the company was supposed to develop the property but decided to sell it after considering the slump in the market.
Africa fails to win Philcomsat Holdings
By JENNEE GRACE U. RUBRICO, Senior Reporter
Control over publicly-listed Philcomsat Holdings Corp. (PHC) remains with the government and the Nieto group after the Africa group yesterday failed to secure a single board seat in the company's stockholders' meeting.Elected to the board of directors were government nominees Manuel D. Andal, Enrique L. Locsin, and Julio J. Jalandoni; Manuel H. Nieto, Jr. and Nieto group representatives Philip G. Brodett, Roberto V. San Jose, and Luis K. Lokin Jr.. Also elected were independent directors Benito V. Araneta and Roberto Abad. Two other stockholders, Prudencio C. Somera and Oliverio G. Laperal, elected themselves into office.
None of the seven nominees of the Africa group was elected, but the group led by Victor Africa is set to contest the results, claiming it was deprived of its right to vote as representatives of PHC's mother firm, Philippine Communications Satellite Corp. (Philcomsat).
"We will protest because we were deprived of the right to vote, which is an attribute of the right of ownership, the evidence of which is our being registered in the stock transfer book and our possession of the stock certificates," Mr. Africa said.
He said those who counted the ballots limited his voting rights to a little over 8,000 shares and that Philcomsat's vote should have been counted in his favor. Mr. Africa said he is set to hold discussions with his lawyers on the appropriate forum to file his protest.
The Africa and the Philippine Commission on Good Government (PCGG)/Nieto groups are at odds over who holds the rightful proxy for Philcomsat in PHC. Mr. Africa's group holds the stock certificate of Philcomsat, which owns 80% of PHC. The PCGG and the Nieto group, however, claim the right to assign the proxy for Philcomsat by virtue of the government's 35% to 40% stake in Philippine Overseas Telecommunications Corp. (POTC) which wholly owns Philcomsat.
The dispute has resulted in the firm's not staging a stockholders' meeting in the past three years.
In yesterday's meeting, the PCGG/Nieto group assigned Mr. Locsin as the Philcomsat representative. PHC, through a resolution by a nominations committee that was formed by virtue of an order by the Securities and Exchange Commission (SEC) and the company's board of directors, recognized Mr. Locsin as the representative of Philcomsat.
The stockholders' meeting was presided over by Mr. Araneta, chairman of the previous PHC board.
Mr. Africa questioned the authority of Mr. Araneta to preside as PHC bylaws provide that the stockholders' meeting be presided by the president of the firm.
TRO
Mr. Nieto had delegated the task of presiding over the meeting to Mr. Araneta since the Court of Appeals (CA) issued a temporary restraining order against the SEC, Messrs. Nieto and Lokin and Alma Kristina Alobba.
The CA told the SEC to stop implementing orders upholding the Nieto group's takeover of the boards of POTC and Philcomsat. It directed the SEC and SEC legal counsel Vernette Umali-Paco from implementing directives dated July 8 and July 26, which ordered the staging of stockholders' meetings of the three companies, and an order dated August 20 which declared as valid a stockholders' meeting conducted by the Nieto group for Philcomsat and POTC.
Mr. Africa's objection over Mr. Nieto's authority to delegate his powers to preside was brought to a vote, and stockholders voted in favor of allowing Mr. Araneta to preside.
Mr. Africa also asked the SEC to rule on whether stockholders have the authority to disregard the bylaws of a company. But the SEC representatives said they could not give a ruling on the matter as they were constrained by the CA TRO to act merely as observers.
Mr. Africa also questioned the basis for the conduct of the stockholders' meeting as it was called in line with the SEC rulings subject to the TRO.
Mr. San Jose, the corporate secretary, said the SEC rulings were not the sole basis for the conduct of the board meeting. He said the meeting was also called by virtue of a board decision. He added that the TRO issued by CA enjoined the SEC and specific officials of the company, and not the company itself.
"Philcomsat Holdings is not a party to the case, so we are not prevented from conducting the stockholders' meeting," he said.
Mr. Africa also questioned the assignment by the nominations committee of the Philcomsat proxy to Mr. Locsin, since the matter is also contained in the SEC orders restrained by the CA. He likewise questioned the committee's composition, saying none of its members -- a representative of the Africa group, one from the Nieto group, and one from the PCGG group -- was an independent director in violation of provisions in the Corporate Governance Code.
Instead of answering the question, however, Mr. San Jose questioned Mr. Africa's standing in asking the question as PHC does not recognize Mr. Africa as the Philcomsat proxy In response, Mr. Africa presented a stock certificate which showed that he was a minority stockholder in PHC.
Mr. Africa also questioned the failure to stage a stockholders' meeting for three years and whether Mr. Araneta, as an independent director who was nominated by a member of the previous PHC management, would be able to uphold his independence.
The Nieto group, for its part, is also questioning the CA TRO, claiming that the Africa group was forum shopping as it filed the same petition in two other courts. Mr. Africa had sought the same relief before Branches 61 and 133 of the Makati Regional Trial Court. Both courts denied the petition.
In yesterday's meeting, PHC said it invested PhP80 million in a call center project with SM eVentures. The call center, called the Telecommunications Center Inc., began operations two months ago. It currently has a capacity of 150 seats, but is set to expand to 500.
The company is also set to sell a two-hectare property in Pasig. Mr. San Jose said that the company was supposed to develop the property but decided to sell it after considering the slump in the market.
No comments:
Post a Comment