Will the SEC help the public see a boardroom?
EDWARD K. Lee is the chairman of the 11-person board of COL Financial Group Inc. (COL). On Jan. 29, 2018, he reported the acquisition of 10,000 COL shares at different prices in four transactions, which increased the number of COL shares he directly owns to 90.979 million, or 19.11 percent, from 90.969 million. He bought 6,500 COL shares at P15.40 each; 200 shares at P15.44 each; 600 shares at P15.50 each; and 2,700 shares at P15.60 each.
on the website of the Philippine Stock Exchange (PSE), Lee said he also indirectly owned 8.001 million COL shares of which 4.768 million, or one percent, are held by Lydia C. Lee, his wife; 2.040 million shares, or 0.43 percent, held by Edmund C. Lee, his son; and 1.193 million shares, or 0.25 percent, held by ELLEE & Son Co.
A public ownership report (POR) as of Dec. 31, 2017 listed at 476 million shares as the outstanding capital stock of COL Financial Group. Of the outstanding shares, Lee held a total of 98.97 million COL shares, or 20.792 percent, of which he directly owned 90.969 million COL shares. He also indirectly owned 8.001 million COL shares.
Insiders’ trades
In the same PSE posting, Caesar A. Guerzon, corporate secretary of COL Financial Group, reported his acquisition of 10,000 COL shares at various prices. He bought 1,500 shares at P15.60 per share and 1,500 shares at P15.40 per share; 500 shares at P15.32 per share on Jan. 23, 2018; 3,000 shares at P15.44 per share and 3,500 shares at P15.40 on Jan. 29, 2018. With these additional acquisitions, he increased the number of shares he directly owns to 2.042 million, or 0.43 percent, from 2.032 million.
The POR as of Dec. 31, 2018 listed Guerzon as a direct stockholder with 2.032 million COL shares, or 0.43 percent.
A POR summary showed the 11-person board as holders of 269.090 million COL shares or 56.532 percent. It credited the public stockholders with 129.358 million COL shares, or 27.176 percent. Despite these publicly held or owned shares, they are not represented in the company’s board.
PLDT’s Espinosa
Ray C. Espinosa, chief corporate services officer of PLDT Inc., bought on Jan.12, 2018, in four transactions, 1,000 PLDT common shares. The acquisitions increased the number of shares he directly owns to 13,043.
2018 on the PSE website, Espinosa said that he bought 400 PLDT common shares at P1,420 each; 200 shares at P1,422 each; 200 shares at P1,418 each; and 200 shares at P1,413 each. Including 5,700 PLDT common shares lodged with PCD Nominee Corp., Espinosa owns a total of 18,743 PLDT common shares.
PLDT’s share price closed on Feb. 5, 2018 at P1,545 each. At his average acquisition price of P1,418.25, Espinosa, who is a member of the company’s 13-person board, was ahead by P126.75 per PLDT share.
New corporate name
“Golden Haven Inc. (HVN) was incorporated on Nov. 16, 1982 and is mainly engaged in the development and sale of memorial lots across various parts of the Philippines”. This was how the company described its business on the PSE website.
The PSE website does not yet carry the new name of Golden Haven, which its six-member board approved to become Golden Bria Holdings Inc.
Golden Haven, formerly Golden Haven Memorial Park, uses HVN as market symbol. It said a preliminary information statement (PIS) will be sent to HVN stockholders on Feb. 19, 2018 when this is approved by the Securities and Exchange Commission (SEC).
In the same PIS, Golden Haven disclosed its ownership profile showing Filipinos, led by former Sen. Manuel B. Villar, Jr., as owners of 643.936 million HVN shares or 99.978 percent. Foreigners hold 181,902 HVN shares or 0.028 percent.
Of HVN’s 644.118 million outstanding shares, PCD Nominee Corp. holds 412.058 million shares, or 63.972 percent, for Fine Properties Inc. In an explanatory note, Golden Haven said “…Villar and his spouse are the controlling stockholders of Fine Properties.”
Due Diligencer’s take
Like other listed companies, COL Financial Group and Golden Haven don’t have anyone among public stockholders as members of the board. Is it because the public cannot agree on who should represent them?
The question, of course, has nothing to do whether or not the public stockholders of the two listed companies want a board seat. Rather, it has something to do with the owners’ go-signal to allow outsiders from getting a peek into boardrooms.
How do these rooms where company policies are drafted and approved look like? Are they like any other executive rooms that are usually reserved for VIPs? The acronym stands for very important persons.
If the public really owns so much of the outstanding common shares of listed companies, why don’t they elect one or two among themselves to send to the board?
Public investors should also be puzzled why business owners don’t like them at all. Perhaps they - lic stockholders of listed but not public companies, they are also entitled to board membership.
Isn’t it possible for regulatory authorities to intervene for the sake of the public investors? Just asking.