SSS has yet to name 3 nominees to Philex board

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EMETERIO SD. PEREZ

2nd of a series
LISTED companies file definitive information statements (DIS) or preliminary information statements (PIS) with the Securities and Exchange Commission and with the Philippine Stock Exchange. They post them on the PSE website for perusal by the public investors who may have become their beneficial stockholders.

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Like other listed companies that, again, may not necessarily be public, Philex Mining Corp. complies with the market’s full disclosure rule by posting its DIS on the PSE website. It does the posting at the same time it submits them to the SEC and PSE.

From the DIS, the public would know the nominees to the board of Philex chosen by the Indonesian-owned First Pacific. They also would know from this filing the qualifications of each of the nominees and those of the executives of Philex.

The public investors have been used to seeing the name Manuel V. Pangilinan because MVP is First Pacific’s perennial nominee to Philex’s board and other listed companies that the Indonesian company controls.

Perhaps, the most important entry in the DIS is the compensation of the executives of listed companies. Unfortunately for the public investors, the SEC does not require the disclosure of individual compensation except that of the five most highly paid executives.

Profitability
The financials posted on the PSE website show Philex makes large-scale mining profitable. As reported in the company’s audited financial statement, the company grossed P5.67 billion came from the sale of gold, P3.45 billion from copper, P69.723 million from silver and P172.25 million from “petroleum and others,” or total revenues P7.189 billion in 2015.

Minus costs and expenses, Philex’s revenues resulted in operating profit of P1.201 billion.

Philex financially performed better in 2014 and 2013 with operating profits of P1.633 billion and P2.322 billion, respectively on revenues of P10.048 billion and P9.802 billion.

As of Dec. 31, 2015, Philex had retained earnings of P15.496 billion of which it has appropriated P10 billion for more mining endeavors.

In a footnote, as parent, meaning excluding subsidiaries, Philex said P6.117 billion in 2015 and P4.236 billion in 2014 of its retained earnings were available for distribution as dividend either in cash or in stock.

Generous compensation
With its consistent profitability, Philex has been very generous to its executives and directors. It reported in its DIS the payment to the members of the board P33.833 million in 2013; P10.461 million in 2014; P13.544 million in 2015; and estimated the directors’ compensation at P13.189 million in 2016.

The compensation filing showed Philex’s generosity to its “chief executive officer and four most highly compensated officers,” by paying them a salaries of P45.544 million and bonuses of P24.539 million in 2013, P64.499 million and P21.992 million in 2014, P60.918 million and P14.774 million in 2015, and approximately P62.649 million and P5.221 million in 2016.

Aside from those of the “CEO and four most highly compensated officers,” Philex also disclosed the compensation of other executives—salaries of P65.421 million and bonuses of P35.1 million in 2013, P84.829 million and P27.669 million in 2014, P77.938 million and P29.971 million in 2015, and an estimated P70.767 million and P5.897 million in 2016.

Well, to paraphrase an old saying, for Philex, generosity begins at home. How about the ordinary workers who risk their lives by “going underground”?

Board update
The reduction of the number of directors Philex listed on the PSE website to eight from 11 resulted from the resignation of three nominees of the Social Security System.

Aside from Pangilinan, the other remaining directors are Eulalio B. Agustin Jr., Robert C. Nicholson, Edward A. Tortorici, Marilyn A. Victorio-Aquino and Barbara Anne C. Migallos, regular directors; and Oscar J. Hilado and Wilfredo A. Paras, independent directors.

With President Rodrigo Roa Duterte now the occupant of Malacañang, the government has yet to name its nominees to Philex’s 11-person board following the resignation of the three nominees of former President Benigno Aquino 3rd.

The previous regime’s nominees, who resigned last year to allow the new national leadership to name its choices, were Juan B. Santos, Michael Victor N. Alimurung and Bienvenido E. Laguesma.

As of yesterday, SSS has yet to name its nominees to represent it in Philex’s board. Is the list of applicants for the three board seats too long to choose from?

esdperez@gmail.com

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