The bedroom next to the CEO’s office

Did you know 1: There’s a small bedroom (complete with shower/washroom facility) right next to the office of GMA Network Inc. chairman and president Felipe Gozon.

To date, only one person has slept on that particular bed – Mr. Gozon’s granddaughter.

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Did you know 2: Leyte provincial administrator Vincent Emnas has been escorting some guys from the land/property acquisition group of Robinson’s Land in search of a small location.

So far, Mr. Emnas has shown the Children’s Park, the Leyte Sports Development Center, and the properties near the Leyte Academic Center.

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Well, well. It seems Social Security System president and chief executive officer Corazon dela Paz will have to regroup her forces (read: seven directors) in the 15-man board of Equitable PCI Bank preparatory to the July 19 annual stockholders’ meeting when the proposed sale of SSS’ 25.8 percent stake in E-PCI to Henry Sy-controlled Banco de Oro Universal Bank will probably be raised.

You see, Cora dela Paz has been harping about the 10.83 percent shares – the so-called swing vote – held by EBC Investments, which is 56 percent owned by E-PCI and 44 percent by EBC Strategic Holdings Corp. Ms. Dela Paz claims the EBCH shares are controlled by E-PCI chairman Antonio Go, which family has held majority control of Equitable Banking Corp. for two generations when it purchased the majority stake of PCIBank from Eugenio Lopez Jr. and John Gokongwei Jr.

During the monthly board meeting held last Wednesday, the board heard the legal opinions of three law firms, all heavyweights in the industry, as well as that of Quasha Ancheta Pena & Nolasco, which was personally contracted by E-PCI’s three independent directors, Cesar Bautista, Roberto Romulo and Antonio Basilio.

The role of independent director in a bank has been tightened under Bangko Sentral Governor Rafael Buenaventura. For one, an independent director goes through a C-I or is vetted by the Bangko Sentral to make sure that uhm, no dishonest butcher, baker, or candlestick maker gets into the board. For another, three crucial committees – these are audit, risk management, and governance must – if possible, be headed by an independent director.

Basically, all three law firms are in agreement on three points.

• The shares of EBCH cannot be proportionately distributed to E-PCI shareholders.

• E-PCI and EBCH are two separate entities. Said another way, the nominees of EBCH to the E-PCI board are determined by the EBCH board.

• Based on the Corporation Code, the EBCH-held shares in E-PCI are not treasury shares and can, therefore, be voted by EBCH as owner even though the Bangko Sentral treats the EBCH shares as treasury shares as far as E-PCI’s financial statements are concerned.