For the first time in its 11-year history, the PSE – now a demutualized corporation – failed to convene its members for a general meeting and voting for the 15-man board of directors as the group of brokers identified with Robert Coyiuto Jr. led a boycott in protest over a host of issues related to the elections, foremost of which is the shortlisting of the candidates for the four independent non-broker directors led by incumbent PSE president Ernest Leung.
With only five shareholders needed to constitute a quorum, PSE chairperson Vivian Yuchengco was forced to adjourn the meeting for today and called for the continuation of the registration, citing Article 4, Sections 4 and 5 of the PSE By-Laws.
The said rule states that if no quorum is constituted, the meeting shall be adjourned until the requisite number of stockholders are present, adding that the chairman of the meeting (the PSE chairman), has the power to adjourn the meeting "from time to time, without notice, other than announced at the meeting."
"Therefore, re-registration of those who attended last Saturday will not be necessary as this is a continuation of the same meeting," PSE corporate secretary Francisco Villaroman said.
"Nevertheless, we urge in the strongest terms that everybody be present in the continuance. Let us prove that we are capable of governing ourselves," he added.
In her earlier statement, Yuchengco expressed confidence they would be able to muster the needed shares to comprise a quorum, which is set at 50 percent plus one of the total number of issued shares registered, which is equivalent to about 4.6 million shares.
Last April 5, the registered number of voting shares reached only about 4.4 million, which means a deficit of 200,000 shares. When the PSE was demutualized in 2001, all 184 brokers at that time were each alloted 50,000 shares which they can register in part or in full during PSE meetings.
But even if the needed shares can be registered, the possibility of holding the elections still hangs as the Coyiuto group has launched a last-ditch effort to secure a court-issued temporary restraining order (TRO).
The Pasig Regional Trial Court has set a hearing this morning for the petition of candidates Filomeno Francisco, Harry Liu, Napoleon Rama, Rosario Lopez and Cristine Cuisia-Remollo questioning the legality of SEC Circular 16 which provided the basis for the selection of independent directors in corporations, including the demutualized PSE, in accordance with the Code of Corporate Governance.
The group has argued against the shortlisting of the independent directors and stated that all directors – brokers and non-brokers – should be directly elected by the shareholders and not appointed, in this case by the PSE’s Nominations and Elections Committee (Nomelec) which is being chaired by Jose Aquino, the director of the SEC’s Market Regulations Department.