SEC to Philcomsat: Hold stockholders meeting, elect new officers

The Securities and Exchange Commission (SEC) has issued a new order compelling Philcomsat Holdings Corp. (PHC) and its two parent companies to hold a stockholders meeting and elect a new board of directors next month.

The SEC has directed PHC and its mother companies – Philippine Communications Satellite Corp. (Philcomsat) and Philippine Overseas Telecommunications Corp. – to elect a new set of directors on Aug. 31, 12, and 5, respectively, to comply with the Corporation Code.

The SEC order was in effect caving in to PHC’s request that its mother companies conduct their respective annual stockholders meetings first before it holds its own.

PHC was first asked by the SEC to elect a new set of directors on May 28 but the company moved it to June 25 to allow it to comply with the rules on the holding of annual meetings. To date, PHC has yet to comply with the SEC directive.

The company 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 on who constitutes the governing 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 only to one year. The SEC also stressed that the holding of the annual meeting is mandatory under Sec. 50 of the Corporation Code.

In the order, the SEC directed the board of Philcomsat to immediately organize a three-member committee on elections composed of a 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 required by the Securities Regulation Code within the stated period.

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.