• Will the Ortigas group allow SM to get into CAC board?

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    Emeterio Sd. Perez

    Emeterio Sd. Perez

    CONCRETE Aggregates Corp. (CAC) is probably one of the smallest companies in terms of number of shares. It has only 27,466,449 outstanding common shares out of an authorized capital stock of 50 million common shares, divided into 40 million “A” shares and 10 million “B” shares with par value of P10. Foreigners, who are only allowed to own “B” shares, hold 401,919 shares or 1.46 percent.

    Ortigas & Co. Ltd., a partnership, is CAC’s majority stockholder. It holds a little over 21 million “A” shares, or 76.5 percent. Nine members of the board own 1.14 million “A” shares, or 4 percent.

    Here is the irony of public ownership without representation: Of CAC’s 27.5 million outstanding common shares, the public hold 5.1 million shares, or 19.3 percent, which is way above the required 10 percent. CAC said it has 641 stockholders who own “at least 100 or more shares” each.

    A public ownership report detailed CAC’s ownership composition. In it, the company classified the same number of publicly held shares as public, but divided them into 4.9 million “A” shares and 403,066 “B” shares. Of the latter, 401,919 shares are held by foreigners.

    Board nominees
    The Ortigas family, as the majority owner, has long controlled the CAC board. An ownership posting described the “family relationships” of CAC directors in 2014-2015: Fernando M. Ortigas and Francisco M. Ortigas III are brothers while Jaime M. Ortigas is their cousin to the second degree. Alberto M. Montilla is married to the cousin of Francisco M. Ortigas III. Jose Luis O. Montilla is the son of Alberto M. Montilla. Ignacio Rafael M. Ortigas and Jose Luis O. Montilla are first-degree cousins.

    At the upcoming annual stockholders’ meeting on June 25, the CAC’s 9-person board will undergo a major “overhaul,” with SM Group hoping to directly elect for the first time its nominees to the Ortigas-controlled listed company. The Sys have representatives on the board of OCLP Holdings, which is the non-listed flagship of the Ortigas family.

    The nine nominees to the CAC board are Jaime E. Ysrael, Jose C. Rodriguez, Jaime M. Ortigas, Michael David I. Abundo 3rd, Jose Emmanuel H. Jalandoni, Jose T. Sio, Jeffrey C. Lim, Edmundo L. Tan, and Ma. Asuncion O. Padilla.

    In addition to this list, the Ortigas group re-nominated Roberto M. Paterno and Samson C. Lazo as independent directors, increasing the number of nominees to11.

    With only nine to be elected by CAC stockholders, will this mean a board war between the Sys and the Ortigases? How about the Zobels, who have earlier engaged the Sys in a battle for control of the Ortigas complex? Have they already lost interest in the property after making peace with the SM group?

    Divided family
    On June 29, holders of 1.087 billion common shares in Max’s Group Inc. will hold their annual meetings. Will the cousins, who are heirs to the food chain, finally consolidate their holdings under one roof?

    The perception among the public and market observers is that the Trotas, the Garcias and the Fuentebellas have divided the subsidiaries among themselves so that each of them would have a kingdom to call his or her own.

    Max’s insiders own the equivalent of 10.9 percent of Max’s outstanding common shares. It also attributed the ownership of 306.9 million Max’s shares, or 28.23 percent, to10 subsidiaries. That’s a total of 426.1 million shares, or 39.2 percent.

    Where then are the rest of Max’s shares? That’s more than 660.86 million shares missing from the list. How does the public reconcile these numbers to identify the controlling stockholders from the minority group?

    The list of Max’s top 100 stockholders is vague. It says PCD Nominee Corp. holds 1.043 billion shares, or 95.9 percent, and 37.2 million shares, or 3.43 percent, for Filipinos and foreigners, respectively. Six individuals own one million shares or 0.09 percent each.

    Despite this scattered ownerships, peace and quiet reign among the heirs who continue to propel the growth of Max’s chain of restaurants. They are on the way to even make Max’s a global company.

    Executive compensation
    Philippine Bank of Communications increased the pay and perks of its CEO and four top executive officers by 37 percent to P52.87 million last year from P38.5 million. In 2012, it paid the group P28.17 million.

    It paid “all other officers and directors as a group” P481 million last year, up 4.8 percent from P458.8 million in 2013. It paid them P335 million in 2012.

    With six months and nine days to go to the end of 2015, PBCom estimated at P39.15 million the compensation of its five top executives for this year and at P289.5 million that of “all other officers and directors as a group.”

    In an explanatory note to the compensation filing, PBCom said it paid its directors P21.7 million in 2014; P23.3 million in 2013; and P22.78 million in 2012.

    According to PBCom, the members of its board “are entitled to directors’ fees for attending board meetings.” As provided for in its by-laws, the bank’s directors also share “in the net profits to be distributed in such a manner as the board may provide but not exceeding four percent.”

    esdperez@gmail.com.

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    2 Comments

    1. Eddie de Leon on

      On Max: Meanwhile, the flavor of Max’s Fried Chicken has deteriorated. My father was an avid Max Chicken fan and he passed on that love to me and my siblings. We now have our own families and my brothers and sisters all agree that Savoury Fried Chicken taste much much better, though more expensive. But I wish Savoury today were as good as the Savoury Luncheonette of my happy Escolta-Dasmarinas spiced youth.

    2. Do not let the SM group of companies enter the CAC. Anticipate the political implication of so much Filipinos who are employed in SM. Just like the Iglesia Ni Kristo , SM is a kingmaker whose tentacles are well so spread in the country. It is silent in its operation but who will not suspect them of helping out prospective political candidates in the next presidential election. The obvious is not seen because it is in the open. Just telling!