• Not a single board seat for public in Globe and PLDT

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    EMETERIO SD. PEREZ

    EMETERIO SD. PEREZ

    THE public may have found that they are at the mercy of two giant telecom groups, the Philippine Long Distance Telephone Co and Globe Telecom. They have no choice but to rely on the services these two providers offer .

    In choosing between the two, there is no reason for Filipinos to consider any sense of nationalism; for foreigners dominate the ownership in both companies. Significant ownership of Globe Telecom is in the hands of Singaporeans; PLDT, similarly, he largely owned by an Indonesian tycoon.

    Ownership aside, what is most important to the public, whether Filipinos or foreigners, is the service these telcos provide and the quality of it.

    A word of caution here. This piece is not intended as an inducement to limit Filipinos’ choice between PLDT and Globe Telecom. Duediligencer is not encouraging anyone to dump one in favor of the other. Rather, the analysis here will focus on the ownership profiles of both companies as they are publicly listed.

    Globe Telecom
    As of Dec. 31, 2015, Globe Telecom had in its capital stocks 311.240 million outstanding shares, divided into 132.743 million common shares with par value of P50 each, 158.515 million voting preferred shares with par value of P5 each, and 20 million non-voting preferred shares with par value of P50. They amounted to P8.43billion.

    As of April 14, Globe Telecom listed in a public ownership report two significant stockholders who own 103.371 million common shares, or 77.87 percent of 132.756 million outstanding common shares. These are Singapore Telecom International in control of 62.646 million common shares, or 47.19 percent; and Ayala Corp. with 42.725 million common shares, or 30.68 percent. The same public ownership report credited the public with 29.173 million common shares, or 21.98 percent.

    A separate filing showed Asiacom Philippines in control of the entire 158.515 million outstanding voting preferred shares, which it had acquired at P5 each. Meanwhile, Filipinos owned 19.851 million, or 99.25 percent, in the 20 million non-voting shares, and foreigners owned 113,800 shares, representing 0.57 percent.

    PLDT
    In a public ownership report on March 31, PLDT listed five significant stockholders owning 99.208 million common shares, or 45.918 percent, making the public the majority or controlling stockholders with 116.431 million common shares, or 53.89 percent.

    In the same filing, PLDT identified five “minority” stockholders. Among them, Philippine Telecommunications Investment Corp., held 26.034 million common shares (12.05 percent); Metro Pacific Resources Inc., 21.557 million common shares (9.977 percent) and NTT DoCoMo Inc., 31.33 million common shares (P14.501 percent), while a non-Philippine subsidiary of First Pacific Co. Ltd was in control of 7.654 percent; NTT Communications Corp., owned 12.633 percent.

    So, is PLDT a Filipino company? Nn its own posting it said that it is. The basis for that statement is that as of January 31, “approximately 69.86% of the outstanding voting stocks and 83.44% of the outstanding capital stock of PLDT were owned by Philippine persons.”

    If Filipinos own as much as PLDT would want them to believe they do, here is the clincher: “As a result of their respective stockholdings, the FP Parties and/or NTT Communications and/or NTT DOCOMO and/or BTFHI are able to influence our actions and corporate governance, including (i) elections of our directors; and (ii) approval of major corporate actions, which require the vote of holders of common and voting preferred stocks.”

    BTFHI is the acronym of BTF Holdings Inc. in which the BTF stand for Beneficial Trust Fund, which holds 150 million PLDT voting preferred shares. FP refers to First Pacific.

    Due diligencer’s take
    Filipinos may want to reconcile the ownership profiles of PLDT and Globe Telecom with the ruling of the Supreme Court in the case filed by the late Wilson Gamboa. The court defined the formula for computing the 60:40 ownership ratio between Filipinos and foreigners.

    Though the court tossed to the Securities and Exchange Commission the responsibility of dealing with violators of said constitutional provision, the ruling penned by Justice Antonio Carpio, SC required the computation to give Filipinos at least 60 percent ownership in each class of shares whether voting or non-voting. That meant, in the final analysis Filipinos should own at least 60 percent of the total of outstanding capital stock.

    Doesn’t the SC’s ruling make PLDT and Globe Telecom both violators of the ownership law as defined in the Constitution? The public investors know that they are not PLDT’s majority stockholders credited with 53.89 percent holdings of common shares.

    Like PLDT, Globe Telecom cannot take pride in being public simply because the public own only 21.98 percent of common shares. This percentage entitles the public stockholders to two seats in the 11-person board. However, they y can never hope to get elected to the board.

    esdperez@gmail.com.

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    2 Comments

    1. It is about time to end the suffering of our kababayans on the poor services being provided by these two existing telecom companies. The announcement of President Duterte, allowing Telstra, an Australian telecom company to start its operation in the Philippines is a very welcome development to all Filipinos.