PHC, formerly Liberty Mines Inc., has not held its annual membership meeting since 2001 due to a pending dispute between the Ilusorio group and the group of Ambassador Manuel Nieto over the controlling board of directors of the firm’s parent companies.
Citing the Corporation Code, the SEC said the term of the board of directors of a stock corporation is limited to only one year.
The SEC also stressed that the holding of the annual meeting is mandatory under Sec. 50 of the Corporation Code.
The SEC order was in response to PHC’s request that the commission first direct PHC’s mother companies, Philippine Communications Satellite Corp. and Philippine Overseas Telecommunications Corp. to hold their respective stockholders meetings before PHC conducts its own.
"The PHC meeting must not be dependent on the holding of the meeting of its mother companies for the former has a separate and distinct personality from that of the latter," the SEC said.
In the same order, the SEC directed the PHC board to immediately organize a three-member committee on elections to consist 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 also directed to prepare notices of the intended annual meeting and all the necessary documents as required by Sec. 20 of the src rules within the stated period.
To ensure an orderly election of board directors, the SEC has designated lawyers Myla Amboy and Nicanor Patricio as its representatives.
PHC’s operations consist primarily of leasing condominium units and motor vehicles. On the other hand, its mother company Philcomsat has pending applications with the National Telecommunications Commission 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 has 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.