Making the public majority or substantial stockholders
Credit to Author: EMETERIO SD. PEREZ| Date: Tue, 04 Jun 2019 16:27:50 +0000
A public ownership report (POR) dated March 31, 2019 but posted on the website of the Philippine Stock Exchange (PSE) on June 3, 2019 listed the nine-man board of Manila Broadcasting Co. (MBC) as holders of 32,282 common shares, or 0.0080 percent of 402,682,990 outstanding common shares.
The same POR also listed Elizalde Holdings Corp. as direct owner of 138,558,774 MBC common shares, or 34.657 percent.
The Elizaldes are also the radio station’s indirect stockholders. They own 87 million MBC common shares, or 21.605 percent through Elizalde Land Inc.; 50 million MBC common shares, or 12.417 percent, through Cebu Broadcasting Co.; 10 million MBC common shares, or 2.483 percent, through Sunshine Inns Inc.; and 5 million MBC common shares through Philippine Broadcasting Co.
Romulo, Mabanta, Buenaventura, Sayoc & Delos Angeles directly owns 69,910,993 MBC common shares, or 17.361 percent.
As MBC’s owners, the Elizaldes own and control the listed company with 361,469,767 MBC common shares, or 89.765 percent.
Claiming to be a public company, MBC credited its public stockholders with 41,174,741 common shares, or 10.225 percent, which slightly tops the 10-percent minimum public ownership required under the rules of the Securities and Exchange Commission (SEC).
Compensation
In a PSE posting, MBC listed Fred J. Elizalde as among the highest paid executives. As chairman of the board and chief executive officer, he was paid P10,406,888 in 2017 and 2018. The total was divided in both years into salary of P9.6 million and bonus of P718,000.
Under “others-talent and director’s fee,” MBC paid Elizalde P88,888 in 2017 and 2018. In 2016, the radio station paid him the same salary and bonus except for “others-talent and director’s fee” which amounted only to P22,222.00.
Elpidio Macalma was MBC’s second highest paid executive. His compensation totaled P4,795,679 in 2016, P5,396,019 in 2017 and P5,396,019 in 2018.
Aside from Elizalde and Macalma, MBC also listed Rudolph Steve E. Jularbal among the company’s highest paid executives. As vice president-legal and corporate secretary, he received P586,325 in 2016, and P1,989,411 respectively in 2017, which was the same pays and perks he got in 2018.
Ruperto S. Nicdao is MBC president while Eduardo G. Cordova is senior vice president and chief finance officer. As executives, each of them was paid talent and director’s fee of P88,888 in 2017 and 2018. In 2016, they were paid each P22,222.00.
Nicdao and Cordova are also top executives of another company which is not PSE-listed.
“All other officers and directors as a group unnamed” were paid P533,328 in 2018; P6,960,440 in 2017; and P14,618,965 in 2016.
Ownership profile
In a filing, Robinsons Land Corp. (RLC) reported “all directors and executive officers” as holders of 16,599,621 common shares, or 0.32 percent of 5,193,830,685 outstanding common shares.
As chairman emeritus, John L. Gokongwei Jr. directly holds 10,307,788 RLC common shares, or 0.2 percent, according to the company’s POR. In addition, he also owns 380,608 RLC common shares, or 0.01 percent.
The other directors and the number of RLC common shares they own follows: Elizabeth Y. Gokongwei and/or John Gokongwei Jr., 1,253,470 common shares; James L. Go, 2,253,470 common shares, or 0.04 percent; Lance Y. Gokongwei, 805,001 common shares, or 0.02 percent; Frederick D. Go, 986,027 common shares, or 0.02 percent; Robina Y. Gokongwei-Pe, 685,094 common shares; Patrick Henry C. Go, 10,000 common shares; Artemio V. Panganiban, 31,718 common shares; and Emmanuel C. Rojas Jr., 901 common shares.
Johnson Robert G. Cod, Roberto F. De Ocampo and Omar Byron T. Mier, own one RLC common share each.
Two of Robinsons Land’s 18 executives held 139,655 common shares. They were Henry L. Yap with 114,182 common shares and Arthur G. Gindap with 25,373 common shares.
In its POR, JG Summit Holdings Inc. was – and still is – listed as principal stockholder as direct holder of 3,166,806,886 RLC common shares, or 60.97 percent.
Robinsons Land attributed to the public the ownership of 2,010,284,423 common shares, or 38.71 percent.
Due Diligencer’s take
It is not only Robinsons Land that makes the public its substantial stockholders. Other listed companies credit them with the regulatory requirement of at least 10 percent of outstanding common shares, and maybe more.
This is not to take away from the public their right to be heard and, at the same time, to see what the board looks like. The denial of these two rights should prompt SEC officials into recognizing the public investors’ role in making family-owned and controlled companies listed if not public.
Again, it is not right to attribute the ownership of 38.71 percent to the public as Robinsons Land did in a POR filing. Such is the same percentage of ownership the real estate company said in another POR as of Dec.31, 2018. Yes, the same number of RLC common shares were shown as being publicly owned.
Of course, Robinsons Land is not the only listed stock that shows its generosity to the public. Others do as well. It is even worse when other listed companies show the public as their majority stockholders. Majority means owning 50 plus one percent.
For instance, the public stockholders could not possibly own 533,576,948 common shares in SM Investments Corp. (SMIC), which represent 44.30 percent of 1,204,582,867 outstanding SM common shares.
Is it possible for the public to own 132,525,216 common shares in Seafront Resources Corp. which would have made them the majority stockholder because their ownership was equivalent to 81.30 percent of 163 million outstanding common shares? Just asking.
esdperez@gmail.com
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