SEC orders Philcomsat to reset stockholders meet

The Securities and Exchange Commission (SEC) has enjoined Philcomsat Holdings Corp. (PHC) from conducting its annual stockholders meeting on July 28 and instead directed the company to hold the meeting on August 31 as scheduled in its earlier order.

The stopping of the July 28 meeting was in response to Presidential Commission on Good Government representative Enrique Locsin’s request for the issuance of a stay order.

Locsin said the holding of the July 28 meeting is contrary to the SEC order dated July 8, requiring PHC’s mother companies to conduct their annual stockholders meeting ahead of PHC.

The SEC directed PHC and its parent companies – Philippine Communications Satellite Corp. and Philippine Overseas Telecommunications Corp. to elect a new board of directors on August 31, 12, and 5, respectively.

PHC was also asked to immediately organize a three-member committee on elections to be composed of one representative each from the camp of Atty. Jose Ma. Ozamiz and the group of either Nieto or Carmelo Africa, and the third member a neutral party to be jointly nominated by both groups.

PHC’s board and responsible officers were likewise directed to prepare notices of the intended annual meeting and all the necessary documents required by Section 20 of the Securities Regulation Code within the stated period.

The company has not held its annual membership meeting since 2001 due to a pending dispute as to who between the Ilusorio Group and the group of Ambassador Manuel Nieto constitutes the governing board of directors of the firm’s parent companies.

In compelling PHC to hold a shareholders’ meeting, the SEC cited a provision in the corporation code that requires a corporation to elect a new board of directors every year.

The SEC also stressed that the holding of the annual meeting is mandatory under Sec. 50 of the corporation code.

PHC’s operations consist primarily of leasing its condominium unit and its motor vehicles.

On the other hand, its mother company, Philcomsat has pending applications with the National Telecommunications Commission (NTC) for licenses to provide and operate international gateway facilities, small aperture satellite terminals, local exchange carrier service, regional teleports and rural telephony and pay phones, among others.

Due to the continued slowdown in the property sector, PHC has set aside plans to develop its real estate assets and will instead tap the call center industry.

PHC has received investment proposals from call center operators for a possible alliance. It hired CommVerge Solutions Philippines Inc. to study the proposals to identify the best fit for the firm.

The company is also scouting for business partners for its plan to develop low-cost housing projects and industrial zones.