|
By Euan Paulo C. Anonuevo Reporter
Lopez-controlled Manila Electric
Co. (Meralco) said the head of the state pension fund Government
Service Insurance System (GSIS) is seeking control of the
country’s largest distribution utility.
Rafael Andrada, Meralco
treasurer, on Friday warned that GSIS President Winston Garcia may
try to wrest the Lopezes’ hold on the Meralco board during a
shareholders’ meeting this month.
He pointed to Garcia’s tiff
with Meralco management. The spat between the two parties reportedly
arose from Meralco’s denial of Garcia’s request for access to
corporate documents.
“It is not surprising that GSIS
has been engaged in the last weeks in an active solicitation of
proxies because, ultimately, the shareholders will have to decide
which management they prefer—the [present] management or the one
that is chosen by Mr. Garcia,” Andrada said.
The Lopez Group currently has a
33.4-percent stake in the power distribution company while GSIS has
steadily increased its shareholdings from 8 percent to 23 percent
when it bought the government’s 10 percent stake in the company
early in the year and through the stock market.
All in all, the government,
through various state financial institutions, including the pension
fund, has a total of 33-percent stake in Meralco. The rest of
Meralco’s shares are held by public shareholders.
But Christian Monsod, a director
of Meralco and senior consultant to the chairman, said during a
separate interview that Meralco has been careful in complying with
the law with respect to the right of a director or stockholders to
examine its records.
“In a long line of decisions,
the Supreme Court has provided the guidelines for the exercise of
the right to examination. It covers all books and records although
that is not absolute, it must be exercised at reasonable hours on
business days, and the demand is made in good faith and for a
legitimate purpose,” Monsod pointed out.
He added that Meralco management
has repeatedly invited Garcia to review the documents he has
requested at the company’s premises anytime during office hours,
and has even provided him copies of certain requested documents
although that is not required by law.
“And for good reason,” Monsod
said. He added that all directors have a fiduciary responsibility to
balance the interest of the demanding shareholder with the interest
of the corporation as a whole and of all other shareholders.
“Copies of [the] documents can
end up in the hands of those with adverse interest [in] Meralco.
Even GSIS, through its other investments, may be in a
conflict-of-interest situation,” Monsod said.
He added that he hopes Garcia
will understand the position of the management because Meralco has
about 80,000 shareholders and, Monsod pointed out, it should treat
all its shareholders equally.
Any precedent established to suit
Garcia’s preferences would open the company to suits and damages
in the future, he added.
On other issues raised by the
GSIS president, Monsod said, Meralco management has offered to give
Garcia a full briefing and this is being scheduled at his
convenience.
“In fact, on certain issues,
such as in the nomination of candidates for directors, the other
directors favorably considered [Garcia’s] proposal for a more
liberal interpretation of rules this year which is different from
past practices,” Monsod added.
|
