|
MANUEL
LOPEZ and two other top executives of the Manila
Electric Co. (Meralco) were asked by the Securities and
Exchange Commission (SEC) to explain why they should not
be held in contempt for defying an earlier order
involving the questionable 1.9 billion proxy shares
solicited by the Lopez bloc.
In a
two-page show-cause order signed Tuesday by Commissioner
and officer in charge Jesus Enrique Martinez, the
corporate regulator directed Lopez, currently the
chairman of Meralco, president and chief operating
officer Jesus Francisco and acting corporate secretary
Anthony Rosete to file on or before noon of May 30 their
response.
“You are
hereby directed to show cause why the commission should
not cite you in contempt for impugning the validity and
categorically declaring as null and void the order dated
May 26, a copy of which was served upon you by
authorized commission representatives through Atty.
Rosete at 9:40 a.m. during the annual stockholders’
meeting held on May 27,” the order said.
Meralco
treasurer and spokesman Rafael Andrada, in a text
message to the BusinessMirror, said their lawyers are
making the necessary preparations to respond to the SEC
directive. Also, he said the board has appointed former
SEC hearing officer Emmanuel Sison as the new corporate
secretary, replacing Enrique Quiason who earlier
resigned for health reasons.
The
power-distribution firm declared null and void the May
27 cease-and-desist order (CDO) of the SEC on several
grounds, including the regulator’s lack of jurisdiction
over intra-corporate issues.
The
order, which stemmed from a complaint filed by Lopez’s
solid critic GSIS president and general manager Winston
Garcia, could have stopped the Lopez-led Meralco
management from voting the proxy shares it solicited
from large banks such as HSBC, Standard Chartered and
Citibank.
The
voting of these shares, solicited by Lopez, Francisco,
Felipe Alfonso, Christian Monsod, Elpidio IIbanez and
Francis Giles Puno, helped the Lopez bloc to retain
control of the Meralco board.
“The SEC
has no jurisdiction over intra-corporate disputes. When
the Securities Regulation Code was enacted, the
quasi-judicial powers of the SEC were transferred to
regular courts. So, there was no contempt committed here
from the very beginning,” said one of Meralco’s lawyers
and former SEC commissioner Monico Jacob.
But SEC
corporate secretary Gerard Lukban said the commission
has kept its power to issue CDOs.
“The
issuance of the CDO was done by the SEC as a regulator
and not as an adjudicator. Meralco is such as big
company and has many shareholders. Public interest is a
concern here,” he said.
Instead
of assuming the SEC order as null and void, Lukban said
the Meralco management should have questioned the
decision by filing a motion with the Court of Appeals.
“On
Friday, the commission will hear Meralco’s side. If the
commission is not convinced of what they are going to
say and after a rigid evaluation, we can declare the
results of the board election as invalid and order a new
election,” said the SEC’s Lukban.
Responding to the SEC show-cause order, Jesus P.
Francisco, Meralco president and chief operating
officer, said Wednesday, “We have yet to receive a copy
of the SEC show cause order, but we were sort of
expecting it.”
The
Meralco official said he expects their lawyers who made
the decision to declare the CDO null and void would have
to frame an appropriate reply to the SEC.
Francisco opined that the newly-elected board could
start performing its functions since there is no
restraining order issued against it.
Francisco said what was just issued was a show-cause
order asking Meralco to explain its actions yesterday.
After
more than 12 hours of waiting by shareholders at
Tuesday’s annual stockholders’ meeting, the Lopezes
emerged victorious, managing to maintain control over
the country’s largest power distributor.
At 10:27
p.m. Tuesday night, Meralco acting corporate secretary
Anthony V. Rosete announced that SGV has tallied and
tabulated shareholders votes that elected Manuel M.
Lopez, Jesus P. Francisco, Christian S. Monsod, Felipe
B. Alfonso, Cesar E.A. Virata, Winston F. Garcia, Daisy
P. Arce, Bernardino R. Abes, and Jeremy Z. Parulan into
Meralco’s Board of Directors covering the period 2008 to
2009.
Rosete
also announced that former Chief Justice Artemio V.
Panganiban and Vicente L. Panlilio were elected as
independent Meralco directors.
Lopez,
Francisco, Monsod, Virata and Alfonso were among the
Meralco management nominees.
The
Government Security Insurance System (GSIS) nominees
were Garcia and Abes, while Arce and Parulan were
nominated to the board by Philippines First Insurance
Co., Inc.
Meanwhile, the GSIS on Wednesday asked the SEC to
declare the real winners of the Meralco board election,
with them getting the five seats and the Lopez bloc
downsized to four slots.
In an
urgent motion, the pension fund asked the corporate
regulator to recognize the newly-elected members of the
board led by Garcia, GSIS chairman Bernardino Abes,
Daisy Arce, Jeremy Parulan and Eusebio Tanco.
Representing the Lopez side are Lopez, Alfonso,
Francisco and Monsod. Former chief justice Artemio
Panganiban and Vicente Panlilio were elected as
independent directors.
According to Garcia, this result did not include the
questionable proxies used by the Lopez bloc.
“Once
the SEC declares this government-led Meralco board, I
assure our customers of lower electricity rates in two
months. I told you, this the beginning of the end for
the abusive Meralco management led by Manuel Lopez,” he
said in a press briefing. (With P.A. Isla) |
