WHILE I stand clarified by the response of Hans Sicat, president of the Philippine Stock Exchange, to the piece that I wrote about the exchange and its ownership profile, I also thank him for reading The Manila Times and Due Diligencer.
For the information of the public, I have wanted to make a rebuttal to the letter of Mr. Sicat but I could not for two reasons:
First, I prefer to wait for the decision of the Supreme Court on the litigation of the on-going court war between the Securities and Exchange Commission and the Philippine Association of Securities Brokers and Dealers Inc., Ma. Vivian Yuchengco and others.
Second, for my rebuttal, I need the letters of former Chief Justice Artemio Panganiban to the SEC in which he fought for his inclusion among company insiders qualified to acquire shares of stock under the employees stock option plan (ESOP) of listed companies of which he is an independent director. But I do not have access to the Panganiban-SEC communications.
Of course, the former chief justice won the debate after SEC officials led by the five-person regulatory body, recalled a rule prohibiting independent directors from availing themselves of a listed company’s ESOP and replaced it with a new one favorable not only to the former chief justice but to ALL independent directors.
Whatever would be the SC ruling on trading participants fight to grant them voting rights over their entire PSE holdings would boost either my argument or that of Mr. Sicat’s.
There is no need for me to elaborate on the details of the case, which, is briefly explained in filings posted on the PSE website. Yet, Mr. Sicat could probably make the public investors better informed if he and other members of the PSE management would allow the postings of ALL court filings related to the case to form part of PSE disclosures.
I don’t know if Mr. Sicat has been furnished by the SEC copies of the letters of Panganiban. If not, I suggest he requests SEC Chairperson Teresita Herbosa for copies so that he would learn if independent directors are really independent and who they work for. In short, from these letters he would know where the loyalty of independent directors lies.
By the way, in one of the letters, the former chief justice has argued successfully that there is no difference between regular and independent directors.
Should Mr. Sicat succeed in obtaining copies of Panganiban’s letters, then he may want to post them on the PSE website for the public investors to appreciate the presence of independent directors in the boards of listed and public companies. As interested parties, the public investors have as much, if not more vested interest to protect than independent directors, as small stockholders of public companies.
Beside the public investors, the stockbrokers may also be interested to know how SEC officials lost against a former chief justice. As a quasi-judicial body before it lost jurisdiction over intracorporate fight, the SEC seldom lost cases in the High Court.
Again, I am grateful to Mr. Sicat for explaining the financials of the exchange and for the valuable information on the PSE’s legislated ownership profile.