Why are directorships exclusive to owners of listed companies?

Credit to Author: Emeterio SD. Perez| Date: Thu, 19 Dec 2019 16:50:09 +0000

Public ownership. A public ownership report (POR) as of Sept. 30, 2019 but dated Oct. 14,

EMETERIO SD. PEREZ

2019 listed the public stockholders of Phoenix Petroleum Philippines Inc. (PNX) as holders of 189,161,861 common shares, or 13.46 percent of 1,405,876,232 outstanding common shares. As a listed stock traded by the public, the company has 1,436,876,232 issued common shares, which, minus 31 million treasury shares equals outstanding.

Phoenix Petroleum also listed its 11-person board as direct holder 9,203,472 PNX common shares, or 0.66 percent, according to its POR. It also showed Socorro Ermac Cabreros as direct owner of 130,516 PNX common shares, or 0.01 percent. Its principal stockholders, who were PNX direct stockholders with 1,071,216,216,610 PNX common shares, were Phoenix Petroleum Holdings Inc., 588,945,630 PNX common shares, or 0.41.89 percent; ES Consultancy Group Inc., 340,270,980 common shares, or 24.2 percent; and Top Direct Investments Ltd., 142 million common shares, or 10.1 percent.

The company also showed three affiliates as direct holders of 130,521,900 PNX common shares, or 9.28 percent. These were Udenna Management & Resources Corp., 11,861,195 common shares, or 0.83 percent; Udenna Corp., 1,614,787 common shares, or 8.34 percent, and Udenco Corp., 1,614,787 common shares, or 0.11 percent.

Phoenix Petroleum also listed 5,641,873 common shares, or 0.4 percent, which it classified under ESOP shares. ESOP could mean either employees stock ownership plan or executives’ stock ownership plan. Plan could also stand for program. (The general information sheet or GIS did not spell ESOP and what the acronym it stands for.)
Stockholders. Concrete Aggregates Corp. (CAC) has 40 million common A shares and 10 million common B shares with par value of P10 per share for a total of 50 million common shares as authorized capital stock (ACS), according to the company’s GIS. It listed 582 stockholders as owners of 22,077,771 common A shares, or 80.38 percent, and 12 stockholders, who owned 5,365,735 common B shares, or 19.54 percent.

In its GIS, Concrete Aggregates listed 548 stockholders as owners of both subscribed and paid-up common shares. Their ownerships, which represent 54.934 percent of ACS, were held by, among others, by Ortigas and Co. Limited Partnership, 16,021,974 CAC common A shares and 4,985,612 common B shares, for total holdings of 21,007,586 CAC common A and common B shares, or 76.48 percent; Maria Victoria Ortigas Arando, 492,842 CAC common A shares, or 1.79 percent; and Celia Laurel, 27,767 CAC common A shares. She also held another bloc of 18,859 CAC common A shares, or 0.07 percent.

Concrete Aggregates also showed in the same GIS The Roman Catholic Church as number four stockholder with 78,486 CAC common A shares, or 0.29 percent. PCD Nominee Corp. landed as the company’s number 2 record stockholder, which held 5,067,530 common A shares and 378,976 common B shares, or a total of 5,446,506 common shares, or 19.83 percent, for beneficial owners. The Roman Catholic Archbishop of Manila invested in 13,067 CAC common A shares, or 0.05 percent. It also listed PCD Nominee as holder for non-Filipinos of 21,948 common A shares, or 0.08 percent.

Public stockholders. Concrete Aggregates’ POR as of Sept. 30, 2019 but dated Oct. 3, 2019 showed it without any treasury common shares. Thus, it had issued and outstanding common shares of 22,077,771 common shares of which the public owned 6,451,738 CAC common shares, or 23.49 percent.

The company listed CAC’s six directors as direct holders of 22,077,124 CAC common shares, or 0.02 percent, topped by the company’s public stockholders who were credited with 6,451,738 CAC common shares, or 23.49 percent.

Only one of CAC’s executive directly held a nominal CAC common share. He is Michael David Abundo 3rd. The same POR listed Ortigas and Co. as direct holder of 16,021,974 CAC common shares, or 76.48 percent.

In an explanatory note, the company had this to tell the readers: “Kindly note that Mr. Jaime E. Ysmael is the chairman of the board and concurrently the president of CAC.”
Why should the public stockholders, who, anyway do not have anyone of them elected to the board, care? Just asking.

esdperez@gmail.com

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