WHO is afraid of the Philippine National Construction Corp. (PNCC)?
Nobody, of course, fears a government-controlled corporation, especially if it is PNCC.
Rather, it could be presumed that PNCC and its government-anointed members of the board could be afraid to face the company’s public stockholders for reason or reasons only they know.
By refusing to meet for close to 30 years, PNCC’s public stockholders, who are not in government payroll, in an annual meeting, the company’s officials and directors could be unknowingly exposing themselves to suspicion that they are hiding something or certain information they do not want others to know.
Does this mean that from the last two years of the administration of President Ferdinand Marcos to that of President Aquino the son, PNCC has been a listed and public company only in name because, it has not been transparent to its minority owners who are small investors?
In fairness to the present management, it has realized the importance of an annual stockholders’ meeting when they came out with a surprising announcement that PNCC’s board decided on December 12, 2012, “to call for a regular meeting of the stockholders” to be held on 26 March 2013.
In a posting on the website of the Philippine Stock Exchange, the board said that it decided to call the meeting “after noting that the issuer has not held a meeting of the stockholders for the past 29 years.”
Really? Does it mean it was only on December 12, 2012, that the present members of the board found out that PNCC’s small stockholders outside of government have been deprived of their right to information regarding the operations and future of the company?
Unluckily for the public, they were in for another disappointment.
Yes, the meeting would have been the best thing to have happened to PNCC, had it pushed through as scheduled on March 26. But it did not, thereby frustrating those who might have prepared a list of questions to ask the management in the open forum.
Instead, as in the past 29 years since 1984, PNCC’s board, like its predecessors, changed its mind and rescheduled the meeting to May 22, 2013, “due to the unavailability of documents, particularly the financial statements.” If this was the reason, then PNCC should have asked the Commission on Audit (COA). Paging COA Chief Grace Pulido Tan.
To show it is serious this time, PNCC filed a preliminary information statement (PIS) dated April 17 announcing the time and time—which is 10 a.m.—and the venue, which is PNCC Complex, Km. 15, East Service Road, Bicutan, Parañaque City.
In the same filing, PNCC listed its significant stockholders such as Privatization Management Office which holds 79.271 million common shares, or 39.64 percent, and 25.50 million preferred shares, or 12.75 percent; and Government Service Insurance System, 47.490 million common shares, or 23.75 percent. Universal Holdings Corp. owns 24.781 million common shares, or 12.39 percent, while the public investors hold 10.790 million common shares, or 5.39 percent, which are lodged with PCD Nominee Corp.
Finally on June 19, PNCC submitted to the exchange and to the Securities and Exchange Commission its definitive information statement (DIS), which is the final and last filing in connection with the holding of annual stockholders’ meeting of listed companies.
Like the PIS, the latest information filing, which has for an attachment COA’s audit report, also contains the compensation PNCC pays its top executives. Compared with others that belong to conglomerates, the company does not pay much.
Since 2011, PNCC’s highest-paid executives are Luis F. Sison, president and chief executive officer; Jose Bernas, corporate secretary; Janice Day Alejandro, senior vice president; Miriam Pasetes, vice president-acting treasurer; Susan Vales, vice president-corporate controller; Yolanda Mortel, vice president-materials management; and Vernette Paco, vice president-corporate legal.
As a group, Sison and company received P10.326 million in 2011 and P15.24 million in 2012. This year, they would get P15.922 million in pays and perks.
The same filing shows the compensation of other officers and directors as a group: P18.376 million in 2011; P13.944 million in 2012 and P14.004 million in 2013.
Unless some unexpected event or events intervene, PNCC’s public investors would have a rare opportunity of witnessing how government men would conduct an annual stockholders’ meeting and response to questions from concerned small stockholders.
Are PNCC director prepared to explain why PNCC continues to lose and why it has not yet been privatized?