Astra wants Omico board charged with contempt

The group of Philippine Stock Exchange director William Ang, through brokerage house Astra Securities, has asked the SEC to cite the directors of publicly-listed Omico Corp. in contempt for defying the regulator’s cease-and-desist order.

Astra Securities likewise asked the Securities Exchange Commission (SEC) to impose the proper administrative sanctions and institute criminal proceedings against the respondents.

The CDO seeks to prevent Omico from accepting and including the objected proxies in determining a quorum and electing directors in its Nov. 3 annual meeting. Issued on Oct. 30, 2008, the CDO was in response to a complaint lodged by Ang who sought the invalidation of proxies issued by some brokers in favor of Omico president Tommy Kin Hing Tia.

In its new filing with the SEC, Astra claimed the respondent directors present during the Nov. 3 meeting “willfully and knowingly” consented to the certification of the quorum despite the CDO issued by the SEC.

Citing Section 5 of the Securities Regulation Code, Astra said the SEC has the “power and authority to punish for contempt both direct and indirect, any individual or entity that commits a contumacious conduct against the Commission.”

 “Contempt of court signifies not only a willful disregard or disobedience of the court or quasi-judicial body’s orders but such conduct as tends to bring the authority of the court or the quasi-judicial body and the administration of law into disrepute or in some manner to impede the due administration of justice,” Astra said in its new filing with the SEC.

Under Section 54 of the SRC, if the SEC finds there is a violation of the SRC, the commission, shall in its discretion and subject only to the limitations prescribed under the SRC, impose any or all of the following sanctions as may be appropriate:

• suspension or revocation of any registration for the offering of securities;

• a fine of no less than P10,000 nor more than P1 million plus not more than P2,000 for each day of continuing violation; and

• in the case of proxy solicitations, disqualification from being an officer, member of the board of directors or person performing similar functions of an issuer required to file reports

The management of Omico, however, has reiterated its position that the issue is an intra-corporate dispute that falls squarely within the jurisdiction of the regular courts and not the SEC.