Tosoh, Mitsubishi Mabuhay Vinyl’s majority stockholders
Emeterio Sd. Perez
MABUHAY Vinyl Corp. (MVC) listed two Japanese companies with combined ownership of 621.466 million MVC common shares as of June 30, 2018. Tosoh Corp. and Mitsubishi Corp. were listed as holders of two blocks of MVC common shares, which made them the company’s two biggest stockholders.
When computed based on MVC’s 661.309 million outstanding common shares listed on the Philippine Stock
Exchange website, the holdings of Tosoh and Mitsubishi represent 93.975 percent.
As MVC’s top stockholders, Tosoh and Mitsubishi owned two blocks of MVC common shares each. Tosoh held 317.779 million MVC common shares or 48.053 percent, and 264.007 million MVC common shares or 39.922 percent.
On the other hand, Mitsubishi held 22.26 million MVC common shares or 2.634 percent, and 17.42 million MVC common shares or 1.856 percent.
The top stockholders’ list used 648.996 million MVC common as basis of computations as of cut-off date.
Mabuhay Vinyl adopted the top stockholders’ list in presenting the corporate and individual stockholders in MVC’s general information sheet (GIS) as of July 2018. The filing also listed Tosoh and Mitsubishi topping 2,294 other stockholders.
Financials
Under stockholders’ equity, Mabuhay Vinyl reported retained earnings of P706.329 million as of March 31, 2018 and P634.524 million as of Dec. 31, 2017. It said it had 661.309 million outstanding common shares and additional paid-in capital (APIC) of P176.594 million.
As defined, APIC represents the amount paid by stockholders for every share, whether common or preferred, bought. Mabuhay Vinyl didn’t show who among the majority stockholders and public investors paid for more than the par value of P1 per share.
Anyway, when computed, MVC raised P837.903 million from the issuance of 661.309 million MVC common shares.
In an annual report for 2017, Mabuhay Vinyl listed a total of P591.528 million as “total retained earnings available for dividend declaration.” In 2017, it said “dividends declared during the year” amounted to P46.292 million, which was equivalent to 7.247 percent of P637.82-million retained earnings.
A 7.247-percent return on investments would not be bad for the public. More so for Tosoh and Mitsubishi.
Whether or not MVC’s public stockholders could expect another round of dividends from their investments would depend on the company’s financial performance by the end of this year.
As reported in this space, MVC had retained earnings of P706.329 million as of March 31, 2018. From April 2018 to Dec. 31, 2018 would be worth-watching.
It’s worthwhile to take a look at an MVC filing which showed P690,000 as the “total annual compensation of directors during the preceding year.”
The GIS was referring to 2017 because it posted the disclosure for 2018.
In a compensation filing of Mabuhay Vinyl, the seven directors were included among the officers and directors as a group who were paid salary of P9.176 million, bonus of P1.403 million, and “others”, P717,862.
From which among salary, bonus, and “other compensation” did Mabuhay Vinyl take the pays and perks of P690,000 for seven directors?
Since the amounts showed only the “aggregate for the officers and directors as a group,” it’s up to the public to make their guess.
In the same PSE posting, Mabuhay Vinly listed five highest paid executives as follows: Tetsuro Hachimura, chairman and chief executive officer; Edwin L. Umali, president and chief operating officer; Michael S. Yu, treasurer and vice president-corporate secretary; Ryo Kobayashi, VC-Finance; and Romeo G. Dela Cruz.
For 2018, Mabuhay Vinyl only had an estimate: salary, P9.635 million; bonus, P1.473 million; and “other compensation, P753,755.
Due Diligencer’s take
A POR listed 581.958 million MVC common shares as “total number of non-public shares”, leaving 79.352 million or 11.99 percent as “total number of shares owned by the public.”
The percentage equivalent almost reached 12 percent if 11.999 percent would be rounded 12 percent.
With their ownership of MVC common shares, the company’s public stockholders wouldn’t even qualify to a seat on the seven-person board. However, so do the two independent directors.
The problem, though, lies not in Mabuhay Vinyl but in the rules implemented by the Securities and Exchange Commission (SEC). Why require listed companies to have independent directors who are not independent at all?
If only SEC officials would review the performance in the board of so-called IDs, they would learn that these directors are not independent at all. Our guess is that the majority stockholders, who are actually the business owners, would not have appointed certain individuals as IDs if they couldn’t win their allegiance inside the boardroom.
Independence would not be tolerated by business owners. If it does exist in the board, what a listed company has are not IDs but reliable allies.
By the way, who among the five highest paid executives of Mabuhay Vinyl could have received the biggest pays and perks? Just asking.
esdperez@gmail.com
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