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By YASMIN PASCUAL-DORMIDO
ABS-CBN Bacolod
Bayan Muna Partylist Rep. Teddy CasiГ±o does not believe the Arroyo administration is sincere in increasing wages of workers amid the food crisis.
CasiГ±o said MalacaГ±ang is blocking bills in Congress that will help alleviate the living condition of the masses despite he spiraling cost of fuel, rice and basic commodities.
"Ang administrasyong Arroyo mismo ang pumipigil doon sa legislated wage increase proposal in Congress," CasiГ±o said.
He said the proposal passed third reading at the House committee level but has yet to reach the Senate.
CasiГ±o blames corruption in government for the crisis fazing the country.
CasiГ±o was in Bacolod City over the weekend for the 4th National Lasallian Schools Press Conference.
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Estanislao: "Our law demands that there must at least be two . That's the minimum."
By LALA RIMANDO
/Newsbreak
As the May 27 annual stockholders meeting of Meralco nears, the battle for control of the country's biggest power retailer rages on. In this close fight-- the Lopezes now have five of the 11-man board, while the government has four—the independent directors can be the swing votes for decisions including changes in management.
Between the two contending parties, whoever gains the upper hand will deal with independent directors who have two reserved seats on the board.
Independent directors are thus important in the 11-man Meralco board.
Jesus Estanislao, former finance minister who founded the Institute of Corporate Directors, a watchdog for corporate governance and ethical practices in company boardrooms, told /Newsbreak that with the two opposing camps, it is most likely that there will be two slates. "Then it is a question of who gets how many votes. And that's where the proxy fight is."
In the Philippines, independent directors havent been under public scrutiny. But in the case of Meralco, since it is in the business of distributing electricity—a basic necessity—public interest is pronounced and the board elections will most likely be watched.
Estanislao discussed the vital role of independent directors and proper channels to tap when there are unresolved issues to preserve the long -term value of the company. Excerpts of the interview:
Please tell us about independent directors. Why should company boards have them?
Independent directors have an important role to play in corporate governance. They are there primarily to represent, protect and defend the interests of the minority shareholders vis-Г -vis the interests of a major or controlling shareholder who has the ability to appoint his nominees to the board. The minority shareholders often do not.
Our law demands that there must at least be two . That's the minimum. Another way of computing is that they should represent 20 percent of the total number of Meralco shares. They can have as many as three in Meralco, but that depends on the agreement within.
Among their tasks is to constitute the nomination committee in the board. They determine who will be in the slate of directors . Voting of these directors is during the company's annual shareholders meeting. Normally, there is a slate of 11 that's presented for voting. And generally, all 11 in the slate are elected.
But if there are two opposing camps, then there can be two slates. Then it is a question of who gets how many votes. And that's where the proxy fight is. We've seen this in san Miguel and PCI Bank before.
How independent should independent directors be?
Ideally, it means you are independent-minded. To help in your independence of mind, you should not be related by blood, marriage, or by business relationships with the controlling shareholders and with the top management.
Top management in Meralco is Manolo Lopez. So you cannot be wife of Meralco executive and be independent.You cannot be a child, first or second cousin of Manolo and be independent. Or you cannot be an employee of Meralco in the past five years or so. You cannot be an accountant of Meralco or lawyer of Meralco or the Lopez family.
So there are two key things that bar you from being an independent director: business relationship and consanguinity. If you have either, then you should not be an independent director but a representative or nominee of the major shareholders.
What if the independent directors are not related by blood, marriage or business relationship, but they are known to be close to the major shareholders?
It depends. Everybody in this town is close to somebody. We are all close to one another. This is a very small town. I question whether Justice Panganiban, for example, will be influenced by the Lopezes to do anything just like that. But it's different from the case of Monsod because Monsod has been involved in an employer-employee relationship. So may not be in the position to claim that, but Justice Panganiban can.
So the reputation of the independent director counts a lot?
Absolutely necessary. You have to have credibility, and therefore the ability and the independence of mind.
The advocacy for independent directors was born from the fact that a lot of Asian companies are family owned and/or controlled. The Lopez family has stake in Meralco and two power producers, and Winston Garcia is questioning their related transactions. Will these issues always crop up when families are involved in vertical businesses?
Don't forget that some of the best governed companies in the Philippines are family owned. Of the top five companies in the ICD's corporate governance scorecard in 2007, four are companies under the Ayala family portfolio. So essentially, there is nothing wrong with being a family owned corporation in many or interlocking businesses. Some of the most successful companies everywhere are family owned. But even as family corporation, you have to abide by the rules.
As publicly listed company, there are such things as related party transactions that have to be tested. Garcia, as a director , has certain rights and as a matter of fact, certain duties. He should be worried about related party transactions. There's a Lopez generation company that sells electricity to Meralco. He has a right to take a look and ask, is there self-dealing here? There is nothing wrong with related party transactions for as long as they are at normal market rates.
Garcia has aired his concerns about the Lopezes and Meralco. Since then, the share price of Meralco has dropped significantly because investors are wary of the company's political risks. How do you reconcile Garcia doing his duty as a director but also reducing the value of the company?
It depends on what the board protocol is so I cannot speak for Meralco because I don't know what their board protocol is. Every board creates its own rules. But in corporate governance, no single director should be speaking out to the general public about its affairs.
The board is very powerful and it should always act as a collegial body. Individual directors don't have any power personally. The general rule in corporate governance is that nobody really speaks for the board except possibly the chairman. But even then the board acts as a body.
Even if there are complaints, the general rule is you complain within the board. Keep it internal. Winston has his own practices and own preferences that may not be so proper. But being a government official, I suppose he complains very publicly.
What if there are issues that cannot be resolved within and among the members of the board?
It depends on the protocol of the Meralco board. But what I can tell you is from international practice and from what many Philippine corporations have done if there are unresolved problems.
If Winston wants to assert his right to investigate the transactions which might be detrimental to the company, it is also his right to complain and even bring the company to court. But the first place where he has to complain is in the board itself. If he doesn't get satisfaction there, following the board protocol, he can go to the SEC and say, "This is a dysfunctional board."
There are certain rules that SEC would like to see observed. in the Code of Corporate Governance, which every company should have. The protocols are in the portion called the Code of Proper Practice. So if a director sees that these codes are not being observed, he can go to the SEC and complain there.
A director is not just there for today and tomorrow. The whole objective of being in the board is to protect and maximize the long term value of the company.
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Agence France-Presse
LOS ANGELES - Pau Gasol, whose February arrival helped lift the Los Angeles Lakers into the National Basketball Association Finals, must raise his performance if his team is to rally against the Boston Celtics.
The 27-year-old Spanish 7-footer has averaged 17.6 points and 8.9 rebounds in the playoffs but the Celtics have outrebounded the Lakers twice in taking a 2-0 lead in the best-of-seven championship series that resumes here Tuesday.
"We all have to be aggressive. We all have to execute our plays. We know how to do it," Gasol said.
"We want to make sure we establish a post presence and play inside-out a little bit more. That's going to help our offense and hopefully also get me a little more in the lane and being aggressive."
Gasol, obtained in a trade with Memphis after six years of struggling with the lowly Grizzlies, rejuvenated the Lakers' offense to provide the inside power needed to maximize the skills of backcourt playmaker Kobe Bryant.
"Pau is probably one of the most underrated big men in the league. He has definitely taken the Lakers from one level to the next," Celtics star Kevin Garnett said. "He's definitely the outlet which Kobe looks to a lot."
But Boston forwards Kendrick Perkins and Leon Powe have been effective in grabbing rebounds and containing Gasol in the second half. Bryant, the NBA Most Valuable Player, said Gasol can overcome them by working harder.
"You run into Perkins and Pau in an alley, you're probably going to go in Pau's direction," Bryant said.
"But I think his skill and everything that he does gives him a huge advantage. It's not about us being tough. You've just got to play a little bit harder. We've got to get loose balls and timely rebounds and knock shots down."
Gasol finds the same pressure in his first NBA Finals as he has in global events for Spain, which won the world title in 2006 thanks largely to Gasol.
"The intensity is pretty much the same," Gasol said. "It's a series, not a one-game thing. We have a chance to bounce back. It allows you to regroup, make adjustments. It allows you to get them back."
Only three teams have won the NBA Finals after losing the first two games, and none have recovered after dropping the first three, but Gasol, who hit his first six shots in game two, is accustomed to defying the odds in tough times.
"I was only the second Spaniard to make it to the NBA," Gasol said. "When I came here, everybody in my country, they were all hesitant and expecting me to fail because I was skinny, only 21 years old. They told me I wasn't ready.
"I always like to prove people wrong when they think less about me. That was my mission, play well and toughen up. I took the challenge. It was hard for me, not only in basketball but in every other aspect of my life. But my mission was to succeed."
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By JUDITH BALEA
Publicly listed MacroAsia Corp., a major provider of aviation support in the Philippines, has secured a P450-million loan from investment bank First Metro Invesment Corp. for the expansion of its services in the Manila and Clark airports as well as its mining project in Palawan.
In a letter to the stock exchange, the company said the loan facility serves as a "stand-by credit" that it may utilize for its expansion plans.
MacroAsia had signed a deal with Clark International Airport Corp. to set up an aviation services center, covering at least 30 hectares inside the Diosdado Macapagal International Airport in the Clark Special Economic Zone, north of Manila.
MacroAsia president Joseph Chua earlier said that the company might invest $50 million to $100 million for the long-term project, which would include facilities for in-flight catering, ground-handling and aircraft maintenance.
The project would serve the aviation requirements of flag carrier Philippine Airlines and other local and foreign clients, should they operate in Clark.
MacroAsia, which is controlled by tobacco tycoon Lucio Tan, also operates a 1,114-hectare mine site at Brooke's Point in Palawan.
According to Chua, the company was eyeing to make direct shipments of nickel from its Palawan mine by the end of 2008. Its major target markets are Australia, China and Japan.
Aside from nickel, MacroAsia also filed for exploration permits with the Mines Geosciences Bureau to start gold and copper mining in Sultan Kudarat, Sarangani and Marinduque.
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