GMA Network wants to retain Panganiban, Laya as directors

MANILA, Philippines — Broadcast giant GMA Network Inc. wants to retain former Chief Justice Artemio Panganiban and Jaime Laya as its independent directors even after serving the maximum cumulative term prescribed by the Securities and Exchange Commission (SEC).

GMA in a stock exchange filing said its board of directors has recommended the retention of Panganiban and Laya as independent directors, which will be subject to the approval of shareholders at the company’s annual stockholders meeting on May.

“The wealth of experience of Chief Justice Panganiban and Dr. Jaime Laya as shown by their educational and professional background will contribute immensely to the corporate objectives of the company with due observance of good corporate governance,” GMA said in its meritorious justifications for the proposed retention of the two officials.

SEC Memorandum Circular 04-2017 states that a company’s independent directors shall serve for a maximum cumulative term of nine years, reckoned from 2012.

After which, the independent director shall be perpetually barred from re-election as such in the company, but may continue to qualify as a non-independent director.

However, in the instance that a company wants to retain an independent director who has served for nine years, the SEC said the firm’s board should provide meritorious justifications and seek shareholders’ approval during the annual shareholders’ meeting.

GMA’s board said Panganiban, given his unique educational and professional background, is able to “effectively guide and judiciously counsel the board on the company’s issues and matters concerning compliance with all pertinent laws, jurisprudence, codes of best business practices and good corporate governance.”

It further said that Panganiban diligently reviews all matters for approval by the board and asks necessary probing questions on them, and seeks clarifications and explanations when necessary.

“Independent director Chief Justice Panganiban has been instrumental in resolving management, legal and regulatory related issues which is primarily attributable to his exceptional legal background and experience,” GMA said.

Meanwhile, GMA’s board said that due to Laya’s unique financial and accounting background, he is able to effectively oversee the company’s financial and internal and external audit processes.

Laya served as Minister of Budget from 1975 to 1981 and chairman of the monetary board and governor of the Central Bank of the Philippines from 1981 to 1984.

“His education and culture oversight experience in the country as once head of the Ministry of Education, Culture of and Sports, makes his insight invaluable in the network’s main business of producing content and broadcasting the same to the public,” GMA said.

“Independent director Dr. Laya has been instrumental in resolving audit risk related issues that only a person with his sterling qualifications can offer the board of directors,” it said.

As independent directors, GMA said Panganiban and Laya recommend sound strategic advice on program’s relating to the corporation’s business plans and management’s overall performance, and ensure that their personal interests do not bias their vote on matters submitted for board approval.