PHC was directed by the SEC to hold its stockholders’ meeting and elect a new board on May 28 to comply with the Corporation Code, which requires the annual election of directors.
In a letter to the SEC, PHC said the scheduled May 28 meeting was too soon since it would need to file definitive proxy/information statements with the SEC and have them distributed to all stockholders not less than 15 business days prior to the stockholders’ meeting.
PHC said while it is immediately taking the necessary steps to comply with the SEC order, management reserves the right to take whatever legal action may be appropriate in relation to the directive for the protection of the company and its stockholders.
PHC, formerly Liberty Mines Inc., has not held its annual membership meeting for the past three years due to a pending dispute as to who between the Ilusorio Group and the group of Ambassador Manuel Nieto constitutes the governing board of directors of the firm’s parent companies.
In issuing the order, the SEC 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 suggestion 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 meeting.
The SEC argued that PHC has a separate and distinct personality from its parent companies.
In the same order, the SEC directed the board of Philcomsat to immediately organize a three-member committee on elections to be composed 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.
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 its condominium unit and its 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 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.