This as the majority group led by the state-run pension funds Social Security System (SSS) and Government Service Insurance System (GSIS), along with the Romualdez family’s Trans Middle-East Philippine Equities Inc. (TMEQ) and other minority shareholders such as the Henry Sy group, walked out of the bank’s Makati City headquarters and proceeded to another venue – at the Mandarin Oriental Hotel just across the street – to elect their own board.
The walkout was triggered by the refusal of the bank’s founding Go family to grant the SSS-GSIS group’s request to subject to a vote a motion to declare the chairmanship of the board vacant, in compliance with court orders. Incumbent chairman Antonio Go was the presiding officer at the meeting.
EPCI Bank corporate secretary Nilo Divina rejected the motion of the majority bloc, resulting in heated discussions and eventually, the adjournment of the management-called meeting.
"This is a bogus meeting," said SSS president Corazon de la Paz as she left the bank’s headquarters to reconvene another meeting at the Mandarin.
In justifying their move, GSIS president and general manager Winston Garcia said they had mustered voting rights equivalent to 54.6 percent and therefore command majority control of the bank.
"We have a legitimate board. At least 54 percent of the bank is represented in person or proxy," Garcia said. "We hope that they would recognize us as the legitimate board by shareholders and the bank’s depositors. We did this for the interest of the investors."
"We’re just asserting our rights as majority shareholders of the bank. Otherwise the activities or schemes being perpetuated by the old board will go on and on," Garcia added.
Elected members of the majority-controlled EPCIBank board were TMEQ’s Ferdinand Martin Romualdez as chairman; Dela Paz, Garcia and John Sy Go as co-chairmen; bank president Rene Buenaventura, Ramon Jabar, Fulgencio Factoran Jr., Ma. Luz Generoso, Nazario Kabuquit, Reynaldo Palmiery, Genevieve Go, Peter Go Pailian, Antonio Go and independent directors Anthony Te and Jesus Tirona,
Elected as new corporate secretary was Atty. Pelagio T. Ricalde.
Meanwhile, the remaining shareholders led by the Go family also proceeded with the annual meeting’s set agenda and elected their own 15-member board composed of Antonio Go, Peter Go Pailian, John Go, Genevieve Go, Antonio Basilio, Cesar
Bautista, Anthony Conway, Ricardo Murillo, Jonathan Go, Miguel Roca, Luz Generoso, Martin Romualdez, Dela Paz, Garcia and Palmiery.
The majority bloc owned a combined total of 54.6 percent while the Go family and their proxies had a 39.3 percent stake.
The group insisted that Divina could not allow the voting of the disputed 10.8 percent treasury shares held by EBC Investments, the bank’s investment house subsidiary, due to the temporary restraining order issued by the Makati Regional Trial Court.
The first thing on the majority group’s agenda, Garcia said, is to conduct a special audit of all subsidiaries of the bank, all legal expenses, and contributions to charity institutions, and fees paid to the legal counsel ACCRA Law Office.
"This is probably the reason why they want to retain dominance in the bank because they don’t want us to show their books. And if we find something, we will file a case," Garcia said.
Garcia has directed all creditors of the bank and those who are to enter into a contract with the bank to see to it that their contracts have a stamp of approval from the new board.
"As all attempts for an amicable settlement have failed, the majority group is now constrained, as its last recourse and only redress, to take appropriate legal measures to protect, preserve and promote the best interest of EPCIBank, its shareholders, officers, employees and most importantly, its depositors," he said.