SEC exec faces graft case for ‘anomalous’ share sale


AN official of the Securities and Exchange Commission was charged before the Ombudsman with graft and corruption and grave misconduct for allowing the alleged “anomalous” sale of shares of the Manila North Harbor Port Inc. (MNHPI) to San Miguel Holdings Corp.

Mark Roy Boado, representing the complainant Harbour Centre Port Terminal Inc. (HCPTI) and HCPTI stakeholder Nathaniel Romero, filed two separate complaints against Ferdinand Sales, director of the SEC’s Company Registration and Monitoring Department (CRMD).

The complainants accused Sales of violating Republic Act No. 3019 or the Anti-Graft and Corrupt Practices Act for glossing over SEC Office Order No. 242 to favor MNHPI, Petron, and subsequently San Miguel Holdings Corp. in allowing an increase in MNHPI’s authorized capital stock to dilute HCPTI’s shares.

The complainants stressed that Sales did not comply with the SEC Order that if there is an intra-corporate dispute, the CRMD director should defer any action on any application for an increase in authorized capital stock.
In January, a Quezon City court barred fugitive billionaire 1-Pacman party-list Rep. Michael Romero from claiming ownership of his family owned HCPTI. Rep. Romero lost the legal battle to his father, construction magnate Reghis Romero II, who sued his estranged son for allegedly falsifying ownership of the port facility. The younger Romero has since gone into hiding after an arrest warrant was issued against him three months ago.

“As a consequence of the respondent’s manifest bias and gross inexcusable negligence in approving the increase in MNHPI’s authorized capital stock despite knowledge and acknowledgment of the existence of an intra-corporate dispute, his subsequent deliberate inaction on HCPTI’s requests for revocation and/or recall of his approval, and his evident bad faith and manifest partiality in refusing to take action on our letters and subsequent complaint, we discovered that Petron or San Miguel Holdings Corp. was able to subscribe to the remaining P1.3 billion unissued shares in MNHPI,” the complainants wrote.

SMC president and chief operating officer Ramon Ang earlier said the group now controls a 78.33-percent interest in the contested port terminal firm.

In December 2014, the elder Romero wrote a letter to the Board of Directors of MNHPI assailing a plan to increase MNHPI’s authorized capital stock, saying the HCPTI and its nominees, namely himself, Jerome Canlas, and Boado, had not been notified or consulted.

The elder Romero’s camp eventually learned that MNHPI filed an amendment to its General Information Sheet in September 2014, but which only became publicly available in December 2014, reflecting HCPTI’s reduced equity of 45.5 percent from its listed share of 65 percent.

They also found out that Harbour Centre Port Holdings Inc. (HCPHI) had “illegally acquired” 19.5 percent equity from HCPTI.

Despite letters sent to Sales in March 2015 urging the SEC to hold in abeyance any application for approval of any corporate actions initiated by Michael Romero and his cohorts, HCPTI subsequently learned that MNHPI’s application for an increase in authorized capital stock was already approved by Sales on February 18, 2015, or two days after it was filed before the SEC.

Sales, according to the complainants, violated Republic Act No. 6713 or the Code of Conduct of Ethical Standards for Public Officials and Employees for failing to act promptly on their letters to the SEC.
They also accused Sales of being guilty of grave misconduct, gross neglect of duty, and incompetence in the performance of his official duties.


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