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GOVERNMENT Service Insurance System (GSIS) president and
general manager Winston Garcia plans to press criminal
and civil charges against the management of the Manila
Electric Co. (Meralco) on the basis of the previous
Supreme Court (SC) findings that the country’s biggest
power-distribution utility firm overcharged its
customers.
In an
exclusive phone interview with the BusinessMirror,
Garcia claimed the management had lost the decency to
run the company ever since the SC decision was rendered.
“The
P30-billion refund order by the SC is no joke. It is not
something that we can forgive and forget. Hindi naman
makatarungan ’yun [That is not just],” he said.
Garcia,
who sits on the board of Meralco by virtue of the GSIS’s
25-percent ownership stake, said a change is imperative
in Meralco’s management, which, for the longest time,
has been chaired by Manuel Lopez.
“Mr.
Lopez has to go. I can’t live with this present
management which had been found guilty of defrauding the
public. The profits of Meralco have suffered because of
their doing. It’s time for a change,” he said.
Apart
from declining profits, Garcia took notice of the
power-distribution firm’s undervalued stock price,
systems losses and purchase of an insurance company,
which he described as an unwise move.
Garcia’s
displeasure with Meralco management started when the
officials, in a recent meeting, allegedly declined to
accede to his request for a copy of the audited
financial statement for review.
Apparently offended by the rejection, Garcia also
demanded for copies of the contracts entered into by
Meralco with independent power producers (IPPs), but
Meralco officials allegedly rebuffed the request,
invoking confidentiality agreement with the IPPs.
“I’m
also invoking my right here as a shareholder of Meralco.
What is there to hide?” said Garcia.
Meralco
director and senior consultant to the chairman Christian
Monsod, meanwhile, denied the accusations of Garcia. In
a separate interview, he said Meralco has been very
careful in complying with the law with respect to the
right of a director or stockholders to examine its
records.
“In a
long line of decisions, the SC has provided the
guidelines for the exercise of the right to examination:
(1) it covers all books and records although that is not
absolute; (2) it must be exercised at reasonable hours
on business days; (3) the demand is made in good faith
and for a legitimate purpose,” he said.
According to him, the management has repeatedly invited
Garcia to review the documents he has requested at the
company premises anytime during office hours, and even
provided him copies of certain requested documents,
although that is not required by law.
“All
directors have a fiduciary responsibility to balance the
interest of the demanding shareholder against the
interest of the corporation as a whole and all other
shareholders. For example, copies of documents can end
up in the hands of those with adverse interest to
Meralco. Even GSIS, through its other investments, may
be in a conflict-of-interest situation,” Monsod
explained.
He said
Garcia should understand the position of the management
because Meralco has about 80,000 shareholders and it
should treat all shareholders equally.
In a
statement, meanwhile, Meralco said that if Garcia wants
to change the management, he knows that he has to take
control of the Meralco Board in the shareholder meeting
this month.
“It is
not surprising that GSIS has been engaged in the last
weeks in an active solicitation of proxies,” Rafael
Andrada, Meralco treasurer, said.
The
Meralco official said ultimately, the shareholders will
have to decide which management they prefer—the present
management or the one that is chosen by Garcia. (With
P.A. Isla) |
