Independent director or legal consultant

Emeterio Sd. Perez

Emeterio Sd. Perez

8-6 for former CJ Panganiban. Associate Justice Estela M. Perlas-Bernabe wrote the Supreme Court decision granting former Chief Justice Artemio V. Panganiban full retirement benefit for 15 years of government service when he originally served only 11 years.

Chief Justice Ma. Lourdes P.A. Sereno, Associate Justices Antonio T. Carpio, Presbitero J. Velasco Jr., Mariano C. Del Castillo, Jose Portugal Perez, Bienvenido L. Reyes and Marvic Mario Victor F. Leonen agreed with her.

Six other justices did not. They were Justices Arturo Brion, Teresita Leonardo-de Castro, Disodado Peralta, Lucas Bersamin, Jose Catral Mendoza and Martin Villarama.

Justice Roberto Abad inhibited himself “for past favor received from C.J. A.V. Panganiban.” He did not disclose what the favor was.

Divided court. By a majority decision, the High Tribunal recognized as part of government service Panganiban’s four-year stint as legal consultant from January 1962 to December 1965 to then-Education Secretary Alejandro R. Roces.

The additional four years enabled him to complete the 15-year service he needed for him to qualify for full retirement benefit.

When Panganiban retired on December 7, 2006, he was credited only with 11 years, one month and 27 days of government service for which he received “only the 5-year lump sum payment” under the law.

With the High Court’s ruling, the former chief justice’s service record should be amended because the number of years he was “legal consultant to the Secretary of Education and to the National Board of Education,” should be considered part of his government service.

Working consultant. Believing in Panganiban’s argument, the High Court said: “He himself views his work thus: Unlike some present day consultants or counsels of government offices and officials, I rendered full and actual service to the Philippine government, working daily at an assigned desk near the Office of the Secretary of Education throughout the full term of Secretary Alejandro Roces, January 1962 to December 1965.”

The records posted on Panganiban’s own website showed that while he was “working daily” as a public servant, he was at the same time a senior partner of law firm Panganiban Benitez Parlade Africa & Barinaga.” He must be very good at dividing his time between government and private law practice.

What time did he work in his law firm?

Meanwhile, Panganiban’s statement would put to shame nonworking government consultants who report to their offices only every payday.

From Supreme Court to listed firms’ boards. Panganiban is, to borrow the description of himself as a speaker in his personal website, “a much-sought-after” nominee for independent director of some listed companies.

Aside from Philippine Long Distance Telephone Co., nine other listed companies have tapped him as independent director. These are First Philippine Holdings Corp., Metro Pacific Investment Corp., GMA Network Inc., Manila Electric Co., Robinsons Land Corp., GMA Holdings Inc., Bank of Philippine Islands, Asian Terminals Inc. and Petron Corp. He is a regular director of Jollibee Foods Corp. and senior adviser of Metropolitan Bank and Trust Co.

Insider. The companies on the list make Panganiban an insider in a number of conglomerates that compete with each other. First Holdings belongs to the Lopez group while Metro Pacific, which has bought out the Lopezes from Manila Electric Co., is the Philippine holding company of the Indonesian-owned First Pacific Co. Ltd. of Hong Kong.

Robinsons Land is the listed property company of the Gokongwei group while Bank of Philippine Islands is the banking unit of the Ayala group, which is controlled by the Zobel family.

Could he also be as efficient as member of the board of these listed companies as he has been as practicing lawyer, and at the same time a consultant to the education department?

The public investors won’t know because board meetings are for insiders only. They could only guess if Panganiban performs his task as an independent director or legal consultant inside the board room.

How Panganiban dispenses with his responsibility to the public would never be known, as long as minutes of the board meetings of listed companies are not covered by the full disclosure rule of the Securities and Exchange Commission.


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