P26.391-M compensation for Pacific Online’s execs
Credit to Author: EMETERIO SD. PEREZ| Date: Thu, 02 May 2019 16:21:33 +0000
A public ownership report (POR) as of March 31, 2019 listed the public as holders of 1.012 billion National Reinsurance Corporation of the Philippines (NRCP) common shares, which as of that date were equivalent to 47.65 percent of 2.124 billion outstanding NRCP common shares.
In the same filing, NRCP said the Government Service Insurance System is one of three substantial stockholders with 546.465 million NRCP common shares, or 25.73 percent. The two others were MICO Equities Inc., with direct holdings of 273.716 million NRCP common shares, or 12.89 percent, and Bank of Philippines Islands, with direct ownership of 290.795 million NRCP common shares, or 13.69 percent.
As principal or substantial stockholders, GSIS, MICO Equities and BPI held 1.111 billion NRCP common shares, or 52.31 percent of outstanding.
NRCP’s 13 directors, chaired by Cesar P. Consing, who is also BPI president, owned a total of 752,403 NRCP common shares, or 0.02 percent. The 13-man board included three independent directors.
In its POR, NRCP said its issued shares totaling 2.182 billion common shares are all listed on the Philippine Stock Exchange (PSE), which makes them publicly traded. The listed common shares include 58.349 million treasury shares.
The PSE website shows NRCP’s has 2,123,605,600 outstanding common shares but listed 2,181,954,600 common shares that the insurance company had issued when it listed them on April 27, 2007.
Compensation
The NRCP posted on PSE website a preliminary information statement (PIS) to inform the public of the company’s annual stockholders’ meeting on June 27, 2019, which will be held at the Carlos P. Romulo Auditorium, RCBC Plaza along Ayala Avenue, Makati City.
Among other items in the nine-point agenda are “other items” which, apparently, include the salaries and bonuses of the NRCP’s top executives.
As president and chief executive officer of the Bank of Philippine Islands, Cesar P. Consing is among the five highest paid executives. In 2017, BPI’s definitive information statement placed the five-man group’s salary at P143,596,043 and bonuses at P82.213 million.
In 2018, BPI raised Consing and four others’ salaries to P185,719,878 and their bonuses to P85,327,500. This year, it estimated their salary at P234,935,841 and their bonuses at P99,360,250.
BPI said the compensation package under “Fees and Other Compensation of P70.32 million in 2017; P71.81 million in 2018; and P74.83 million in 2019 includes P25.5 million, P27 million, P30 million for the years 2017, 2018 and 2019 respectively representing per diem for directors for board and committee meetings attended.”
In addition, NRCP entitles Consing to P50,000 as chairman of the board for every board meeting attended.
LOTO’s stock dividend
If the public investors would review the filings under “dividends”, they would find Pacific Online Systems Corp. is a rare kind among stocks listed on PSE. Instead of cash, the company, which uses LOTO as market symbol, declared the distribution of stock dividends.
In its letter dated March 6, 2019 in connection with LOTO, Tan Venturanza Valdez wrote “in connection with the 100% stock dividend,” which the law firm said were to be sourced from “the increase in the company’s authorized capital stock which was approved by the Securities and Exchange Commission (SEC) last 28 February 2019.”
“Further to the aforesaid approval by the Commission, may we request that the record date for the stock dividend be set by the Commission on 29 March 2019, in compliance with the Amended Rules Governing Pre-emptive and other Subscription Rights and Declaration of Stock or Cash Dividends of Corporations whose Securities are Registered under the Securities Regulation Code or Listed on the Stock Exchange,” Tan Venturanza Valdez wrote.
“Based on this record date, the payment will be on or before 29 April 2019,” the law office added.
Ann Margaret K. Lorenzo, signed “For the Firm” the letter which Tan Venturanza Valdez sent to the Securities and Exchange Commission (SEC).
Due Diligencer’s take
Pacific Online has 895.331 million outstanding common shares, which it said are all listed, according to the PSE website. It used to have 13,992,386 treasury shares of which it sold 13,992,300 at P11.08 each and 86 at P11 each on Aug. 20, 2018. The sale of 13,992,300 LOTO treasury shares could have grossed Pacific Online P155,035,630.
After the sale, Pacific Online reported 54,284,196 as the “cumulative number of shares sold to date”, which, it said in a footnote, “from the date when the sale of treasury shares program commenced.” It valued at P285,245,598 its treasury shares in an unaudited quarterly financials as of June 30, 2018.
Since it reported 54,284,196 as the “cumulative number of shares sold to date, P285,245,598 divided by 54,284,196 treasury shares equals P5.245, which was the company’s average acquisition per common share in the open market.
The computation is based only on assumption, which means “assuming” that 54,284,196 was the correct number of treasury shares Pacific Online has sold.
By the way, Pacific Online paid its nine-member board and executive officers P26,391,290 in 2017. A compensation filing showed Pacific Online having compensated in 2017 its executive officers and directors P21,784,380.
How come the company also reported in a GIS to have paid the nine directors and executive officers P26,391,290 in 2017? Just asking.
esdperez@gmail.com
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