SEC should review role of independent directors

INTEGRATED MicroElectronics Inc. (IMI) has 2.217 billion outstanding common shares, of which

1.916 billion or 86.423 percent, are listed on the Philippine Stock Exchange

(PSE). IMI common shares have par value of P1 per IMI common share.

On Nov. 9, 2018, IMI common shares opened trading at P9.70, the session’s high, and dropped to a low of P9.00, which was also the stock’s closing price.

According to the exchange’s price monitor, IMI common shares have been dropping in the last four trading days. On Nov. 6, 2018, the stock opened the session at P10.50, peaked at P10.88, fell to a low of P10.26 before closing the session at P10.30.

As www.pse.com.ph showed, IMI common shares recorded a 30-day high of P13 and a month’s low of P9.00. The company last paid a dividend of $0.00458 to stockholders as of March 7, 2018, which it paid on March 21, 2018. The dividend per share, IMI said, was equivalent to P0.235.

statement (DIS) in connection with the company’s annual stockholders’ meeting on April 13, 2018, IMI reported having 1,867,293,215 outstanding common shares but had PSElisted 1,565,636,697 IMI common shares. The listed shares included 15,892,224 treasury shares.

In a footnote, IMI said “a total of 350 million common shares were issued on March 2, 2018 as a result of the company’s stock rights offering.”

Stockholders

In the same DIS, the Zobel-controlled IMI listed AC Industrial Technology Holdings Inc. as its majority stockholder with 945.538 million IMI common shares, or 50.6368 percent of 1.867

billion outstanding common shares.

Aside from AC Industrial, which is also a Zobel company, IMI’s other stockholders include Resins Inc., which IMI said “is not related to the Company.” As a sig-

239.413 million IMI common shares, or 12.821 percent. EPIQ NV held 179.958 million IMI common shares, or 10.71 percent.

As record stockholder, PCD Nominee

Corp. held two blocks of IMI common shares. It was credited with 229.581 million IMI common shares, or 12.295 percent, which it held for foreigners. Filipino-owned IMI common shares, which were also lodged with PCD Nominee, totalled 179.958 million common shares, or 9.637 percent.

Integrated Micro- Electronics described in a footnote that “EPIQ NV is a stockholder of the company” adding that the company’s board of directors has the power to decide how EPIQ NV shares in IMI are to be voted.”

However, IMI also said “Mr.

foreigners topped the number of IMI common shares attributed to Filipinos.

Compensation

In its DIS, Integrated Micro-Electronics listed Arthur R. Tan, who is

the five highest paid executives. The others are Giles Bernard, president and chief operating officer; Linardo Z. Lopez, senior managing director, global head of materials management; Jaime G. Sanchez, vice president, group controller