Henry Sy Sr. is BDO’s chairman emeritus
Credit to Author: EMETERIO SD. PEREZ| Date: Tue, 23 Apr 2019 16:21:18 +0000
The website of the Philippine Stock Exchange (PSE) lists 4,375,286,954 as the outstanding common shares of BDO Unibank Inc. Of the outstanding, 4,374,615,454 common shares are listed.
In a separate disclosure dated April 16, 2019, BDO Unibank reported the same number of outstanding common shares but added 515 million preferred shares.
In an amended general information sheet (GIS) as of 2018, BDO Unibank had authorized capital stock (ACS) of 6.5 billion shares divided into 5.5 billion common shares and one billion preferred shares. The two classes of stock carry par value of P10 each.
As of 2018, BDO Unibank’s amended GIS listed 12,559 stockholders who owned 4,375,286,954 common shares. Only two stockholders separately held and still own 515 million preferred shares.
As the mother company, SM Investments Corp. (SMIC) owned 1,750,930,649 common shares, or 35.80 percent of BDO Unibank’s 4,890,286,954 outstanding shares. The bank’s outstanding shares included 515 million preferred shares.
Foreigners held the equivalent of 30.54 percent of BDO Unibank’s outstanding shares as follows: The Hong Kong and Shanghai Banking Corp., 754,304,530, or 15.43 percent; Deutsche Bank, 347,567,557, or 7.11 percent; Citibank N.A., 271,279,813, or 5.5 percent and Standard Chartered Bank, 122,447,716, or 2.50 percent. They held said BDO Unibank common shares for their clients.
Other stockholders
BDO Unibank’s other stockholders included Multi-Realty Development Corp., 291,513,036 BDO Unibank common shares, or 5.96 percent; Sybase Equity Investments Corp., 240,010,292 BDO Unibank common shares, or 4.91 percent and Shoemart Inc. (now SM Prime Holdings Inc.), 90,024,395 BDO Unibank common shares, or 1.84 percent. These “other stockholders” are all units, either directly or indirectly, of SM Investments.
BDO Securities Corp., which held 35,437,745 BDO Unibank common shares, or 0.73 percent, did not clarify in the amended DIS that it held said common share for its clients.
In a public ownership report as of March 31, 2019, BDO Unibank listed six principal stockholders, which held the same number of BDO Unibank common shares for a total of 2,382,334,133 BDO Unibank common shares, or 54.46 percent.
Since the computations were based only on 4,375,066,774 outstanding common shares, the ratios of their ownerships went up as follows: SM Investments, 1,750,930,649, or 40.02 percent; Shoemart, 90,024,395, or 2.06 percent; Multi-Realty, 291,513,036, or 6.66 percent; Sysmart, 9,855,661, or 0.23 percent and Sybase Equity, 240,010,292, or 5.49 percent.
BDO Securities was also reported as holder, not of 35,437,745 BDO Unibank common shares but of 100 BDO Unibank common shares, or zero percent.
The public stockholders were reported as holders of 1,967,835,446 BDO Unibank common shares, or 44.98 percent. Despite their significant holdings, they don’t elect anyone to represent them in the board.
Pays and perks
As chairman emeritus, businessman Henry Sy Sr. is the 12th member of the 11-member board of BDO Unibank. His daughter, Teresita T. Sy, is the board’s chairperson while Jesus A. Jacinto Jr. is vice chairman.
Incidentally or not, BDO Unibank has five independent directors namely Jose M. Castro Jr., Dioscoro I. Ramos, Jimmy T. Tang, Jose F. Buenaventura and Gilberto C. Teodoro Jr. As directors, the bank’s amended DIS listed at P21 million their compensation in 2017, which would entitle each director to P1.909 million.
President and Chief Executive Officer Nestor V. Tan, Walter C. Wassmer, Jaime C. Yu, Roland C. Tanchanco and Lucy C. Dy are BDO Unibank’s five highest paid executives. They were paid salary of P122.74 million and bonus of P61.98 million in 2017; and salary of P125.74 million and bonus of P64.29 million in 2018. This year, BDO Unibank estimated their salary at P129.51 million, and their bonus at P66.86 million.
The pays and perks of the bank’s top five executives were equivalent to 17.825 percent of the aggregate salary of other officers and 18.650 percent of P332.33 million bonuses in 2017; 17.916 percent of P701.84 million and 19.06 percent of P337.30 million in 2018.
Even if based only on estimate, BDO Unibank’s top five executives’ salary would be equivalent to 18.091 percent of other executives’ salary of P715.88 million and their bonus 19.433 percent of P344.05 million in 2019.
Due Diligencer’s take
Like other listed companies, two of Sy-owned subsidiaries own 515 million outstanding preferred shares issued by BDO Unibank. These are Sybase Equities, which holds 391.4 million BDO preferred shares, or eight percent, and SM Investments, which owns 123.6 million preferred shares.
In sum, the Sys own at least 62.13 percent of BDO Unibank’s outstanding capital stock (ACS) totaling 4,890,286,954 shares. When computed, 62.13 percent of outstanding ACS equals 2,523,388,068 shares of which 515 million are preferred shares, or 20.409 percent of total Sy-held shares.
By adding 62.13 percent the publicly owned common shares equivalent to 44.98 percent, the total would exceed 100 percent at 107.11 percent. The percentage equivalent should not top 100 percent but it did.
Do the Sys own the entire outstanding BDO common and BDO preferred shares? If they do, they would not have been allowed to list their shares on PSE.
Of course, as the owners of BDO Unibank, the Sy family owns the board. They also appoint five independent directors of the 11-person board.
Despite their ownership of 44.98 percent of outstanding common shares, BDO Unibank’s public stockholders have yet to see the boardroom because they do not elect their own men to the board.
If the bank is truly public as it and other listed companies claim they are, would it finally allow their public stockholders to nominate and elect their own director? Just asking.
esdperez@gmail.com
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