TOP Frontier Investment Holdings Inc. (TFIHI) has 490.196 million issued common shares of which 157.310 million are held in treasury, leaving it with 332.886 million outstanding common shares based on the company’s public ownership report (POR) as of Feb. 14, 2018. Its seven-person board owns 199.695 million TFIHI common shares or 59.989 percent.
Of Top Frontier’s 332.886 million common shares, businessman Inigo U. Zobel directly owns 199.601 million or 59.961 percent, which makes him the company’s majority stockholder.
The same POR listed Top Frontier’s two principal stockholders. As a direct stockholder, Master Year Limited holds 49.8 million TFIHI common shares or 14.96 percent. Privado Holdings Corp. owns 36.859 million TFIHI common shares or 11.073 percent, of which it directly holds 36.814 million.
Ramon S. Ang, president and chief operating officer of San Miguel Corp. (SMC) owns both Master Year and Privado Holdings. San Miguel, which Top Frontier’s POR listed as an affiliate, directly holds 2.561 million TFIHI common shares or 0.769 percent.
Panasonic Manufacturing Corp. is a public company. It has P422.718 million outstanding common shares divided into 84.723 million outstanding common A shares and 337.995 million common B shares.
Of Panasonic’s outstanding common shares, only 87.723 million common A shares are listed on the Philippine Stock Exchange. The company’s POR credits Matsushita Electric Industrial Co. Ltd. with 337.995 million common B shares
In a filing, Panasonic said it has an authorized capital stock (ACS) of 847 million common shares divided into 169.4 million common A shares and 677.6 million common B shares. With this, the company still has enough common shares for the distribution of stock dividends.
As of Sept. 30, 2017, it reported in a consolidated financial statement appropriated retained earnings of P3.427 billion and unappropriated retained earnings of P565.38 million.
From April to September 2017, Panasonic reported that its net profit in the last six months dropped to P150.123 million from the same period in 2016. As a result, earnings per share also declined to P0.35 from P0.63.
In the same POR, Panasonic attributed to public stockholders the ownership of 63.04 million common shares or 14.91 percent.
Pays and perks
Because Matsushita is Panasonic’s majority stockholder, it necessarily follows that its control also extends to the latter’s nine-member board. Of the nine directors, only two are Filipinos, as independent directors: Emiliano S. Bolante, 73 years old, who was first elected director in October 2010, and Elizabeth Gildore, 59 years old, who was elected director on May 4, 2015.
Incidentally, there is another Filipino among the Japanese executives of Panasonic. Since 1968, Mamerto Z. Mondragon has been Panasonic’s corporate secretary. He occupies the same post in a Panasonic’s subsidiary that was not identified in the PSE posting.
In the same filing, Panasonic said it paid its chief executive officer and four other most highly compensated executives P50.37 million in 2015, P40.287 million in 2016 and an estimated P41.652 million in 2017.
In an explanatory note, Panasonic said the compensation for 2016 went to Shinichi Hayashi, Yoshiyuki Takahashi, Hiroshi Yamada, Masaru Toyota and Tsutomo Todo.
Due Diligencer’s take
The ownership profiles of Top Frontier and Panasonic are intended to make the public aware of the identities of their major stockholders. Certainly, it pays to know who owns what and how much.
Top Frontier, as SMC’s majority stockholder, also happens to be listed, which makes it much easier for the public to scrutinize its filings and do their trades according to their readings, particularly of the financials of the two companies.
Because a Japanese company is the controlling stockholder of Panasonic, it is not covered by the full disclosure rule. Matsushita may be too remote for the public to know what its plans are for its local unit.
As to what Top Frontier may be planning, the public investors can only look forward more optimistically with regards to San Miguel. As far as the public investors are concerned, they look forward to the distribution by both companies of extra dividends, either in stock or in cash.
Extra as used here refers to the payment of dividends on top of regular payouts.
Will Top Frontier and SMC fail the expectations of their public stockholders? Just asking.